<PAGE> 1
As filed with the Securities and Exchange Commission on January 7, 2000
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. 63 X
---- ----
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 63 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
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(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:
Renee A. Friedli, 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.
It is proposed that this filing will become effective (check appropriate box)
___ immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on (date) pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
_X_ on March 23, 2000 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
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION--DATED JANUARY 7, 2000
AIM EMERGING GROWTH FUND
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AIM Emerging Growth Fund seeks to provide long-term growth of capital.
PROSPECTUS --Registered Trademark--
MARCH 31, 2000
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.
An investment in the fund:
o is not FDIC insured;
o may lose value; and
o is not guaranteed by a bank.
[AIM LOGO APPEARS HERE] INVEST WITH DISCIPLINE
--Registered Trademark--
<PAGE> 3
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AIM EMERGING GROWTH FUND
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TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT OBJECTIVE AND STRATEGIES 1
- - - - - - - - - - - - - - - - - - - - - - - - -
PRINCIPAL RISKS OF INVESTING IN THE
FUND 1
- - - - - - - - - - - - - - - - - - - - - - - - -
FEE TABLE AND EXPENSE EXAMPLE 2
- - - - - - - - - - - - - - - - - - - - - - - - -
Fee Table 2
Expense Example 2
FUND MANAGEMENT 3
- - - - - - - - - - - - - - - - - - - - - - - - -
The Advisor 3
Advisor Compensation 3
Portfolio Managers 3
OTHER INFORMATION 3
- - - - - - - - - - - - - - - - - - - - - - - - -
Sales Charges 3
Dividends and Distributions 3
- - - - - - - - - - - - - - - - - - - - - - - - -
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 Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE> 4
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AIM EMERGING GROWTH FUND
------------------------
INVESTMENT OBJECTIVE AND STRATEGIES
- --------------------------------------------------------------------------------
The fund's investment objective is long-term 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 its objective by investing in securities of companies
the portfolio managers believe are likely to benefit from new or innovative
products, services or processes. These securities may include common stocks,
convertible bonds, convertible preferred stocks and warrants. While the fund
will invest without regard to market capitalization, the fund expects to invest
a significant portion of its assets in securities of small- and medium-sized
companies. Under normal conditions the top 10 holdings may comprise at least a
third of the portfolio's net assets. The fund may also invest up to 25% of
its total assets in foreign securities.
The portfolio managers purchase securities of companies that have experienced,
or that they believe have the potential for, above-average, long-term growth.
The portfolio managers consider whether to sell a particular security when they
believe the security no longer has that potential.
The fund is non-diversified. This means that with respect to 50% of its
assets, it is permitted to invest more than 5% of its assets in the securities
of any one issuer.
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 small- and medium-sized
companies, whose prices may go up and down more than the prices of equity
securities of larger, more established companies. Also, since equity securities
of small- and medium-sized 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 desired price.
The values of the convertible securities in which the fund may invest also
will be affected by market interest rates, the risk that the issuer may default
on interest or principal payments and the value of the underlying common stock
into which these securities may be converted. Specifically, since these types of
convertible securities pay fixed interest and dividends, their values may fall
if market interest rates rise and rise if market interest rates fall.
Additionally, an issuer may have the right to buy back certain of the
convertible securities at a time and at a price that is unfavorable to the fund.
Foreign securities have additional risks, including exchange rate changes,
political and economic upheaval, the relative lack of information about these
companies, relatively low market liquidity and the potential lack of strict
financial and accounting controls and standards.
Because a large percentage of the fund's assets may be invested in a limited
number of securities, and because the fund is non-diversified, the fund will
invest in fewer securities than if it were a diversified fund. Thus, a change in
the value of these securities could significantly affect the value of your
investment in the fund.
The fund may participate in the initial public offering (IPO) market, and a
significant portion of the fund's return may be attributable to its investment
in IPOs, which may have a magnified impact due to the fund's small asset base.
As the fund's assets grow, it is probable that the effect of the fund's
investment in IPOs on its total returns will decline, which may reduce the
fund's total returns.
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
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AIM EMERGING GROWTH FUND
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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 0.85% 0.85% 0.85%
Distribution and/or
Service (12b-1) Fees 0.35 1.00 1.00
Other Expenses(2) [0.48] [0.52] [0.52]
Total Annual Fund
Operating Expenses [1.68%] [2.37%] [2.37%]
- ---------------------------------------------------
</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) Other expenses are based on estimated amounts for the current fiscal year.
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 operating expenses remain the same. 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
- -------------------------
<S> <C> <C>
Class A $711 $1,050
Class B 740 1,039
Class C 340 739
- -------------------------
</TABLE>
You would pay the following expenses if you did not redeem your shares:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
- -------------------------
<S> <C> <C>
Class A $711 $1,050
Class B 240 739
Class C 240 739
- -------------------------
</TABLE>
2
<PAGE> 6
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AIM EMERGING GROWTH FUND
------------------------
FUND MANAGEMENT
- --------------------------------------------------------------------------------
THE ADVISOR
A I M Advisors, Inc. serves as the fund's investment advisor. The advisor is
located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor
supervises all aspects of the fund's operations and provides investment advisory
services to the fund, including obtaining and evaluating economic, statistical
and financial information to formulate and implement investment programs for the
fund.
The advisor has acted as an investment advisor since its organization in 1976.
Today, the advisor, together with its subsidiaries, advises or manages over 125
investment portfolios, including the fund, encompassing a broad range of
investment objectives.
ADVISOR COMPENSATION
The advisor is to receive a fee from the fund calculated at the annual rate of
0.85% of the first $1 billion of average daily net assets, and 0.80% of assets
over $1 billion of average daily net assets.
PORTFOLIO MANAGERS
The advisor uses 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 A I M Capital Management,
Inc., a wholly owned subsidiary of the advisor, are
- - Ryan E. Crane, Portfolio Manager, who has been responsible for the fund since
2000 and has been associated with the advisor and/or its affiliates since
1994.
- - Robert M. Kippes, Portfolio Manager, who has been responsible for the fund
since 2000 and has been associated with the advisor and/or its affiliates
since 1989.
OTHER INFORMATION
- --------------------------------------------------------------------------------
SALES CHARGES
Purchases of Class A shares of AIM Emerging Growth Fund are subject to the
maximum 5.50% initial sales charge as listed under the heading "CATEGORY I
Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class"
section of this prospectus. Purchases of Class B and Class C shares are subject
to the contingent deferred sales charges listed in that section.
DIVIDENDS AND DISTRIBUTIONS
The fund expects that its distributions will consist primarily of capital gains.
DIVIDENDS
The fund generally declares and pays dividends, if any, annually.
CAPITAL GAINS DISTRIBUTIONS
The fund generally distributes long-term and short-term capital gains (including
any net gains from foreign currency transactions), if any, annually.
3
<PAGE> 7
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THE AIM FUNDS
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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 charge on redemptions within
six 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--01/00
<PAGE> 8
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THE AIM FUNDS
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<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--01/00 A-2
<PAGE> 9
-------------
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 Connection
methods described above. form to the transfer agent. Once
the transfer agent has received the
form, call the transfer agent to
place your purchase order.
By AIM Internet Connect(SM) Open your account using one of the Select the AIM Internet Connect
methods described above. option on your completed account
application or complete an AIM
Internet Connect Authorization
Form. Mail the application or form
to the transfer agent. Once your
request for this option has been
processed (which may take up to 10
days), you may place your purchase
order at www.aimfunds.com. The
maximum purchase amount per
transaction is $100,000. You may
not purchase shares in AIM
prototype retirement accounts on
the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
A-3 MCF--01/00
<PAGE> 10
-------------
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--01/00 A-4
<PAGE> 11
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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 of the customary
trading session of the New York Stock Exchange (NYSE) 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 of the customary trading session of the NYSE 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 the
customary trading session of the NYSE, we generally will transmit payment on the
next business day.
A-5 MCF--01/00
<PAGE> 12
-------------
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 not provided a correct Social Security
or other tax ID number on your account application, the AIM Fund may, at its
discretion, redeem the account and distribute the proceeds to you.
EXCHANGING SHARES
You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.
PERMITTED EXCHANGES
Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.
You also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for
Advisor Class shares, but only if you acquired the AIM Cash Reserve Shares
through an exchange from Advisor Class shares.
YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:
(1) Class A shares with an initial sales charge (except for Class A shares of
AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
Market Fund;
(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
Intermediate Fund for
(a) one another;
(b) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of
AIM Tax-Exempt Cash Fund; or
(c) Class A shares of another AIM Fund, but only if
(i) you acquired the original shares before May 1, 1994; or
(ii) you acquired the original shares on or after May 1, 1994 by way of
an exchange from shares with higher sales charges;
(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM
Tax-Exempt Cash Fund for
(a) one another;
(b) Class A shares of an AIM Fund subject to an initial sales charge (except
for Class A shares of AIM Limited
MCF--01/00 A-6
<PAGE> 13
-------------
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 of the customary trading session of the NYSE; 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--01/00
<PAGE> 14
-------------
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
customary trading session 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' securities 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 customary trading session of the NYSE on each day of the customary trading
session of the NYSE. AIM Money Market Fund also determines its net asset value
as of 12:00 noon Eastern Time on each day of the customary trading session of
the NYSE.
TIMING OF ORDERS
You can purchase, exchange or redeem shares during the hours of the customary
trading session of the NYSE. 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--01/00 A-8
<PAGE> 15
------------------------
AIM EMERGING GROWTH 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 EMERGING GROWTH FUND
SEC 1940 Act file number: 811-1424
- ----------------------------------
[AIM LOGO APPEARS HERE] www.aimfunds.com EMG-PRO-1 INVEST WITH DISCIPLINE
--Registered Trademark--
<PAGE> 16
The information in this Statement of Additional Information is not complete and
may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
Statement of Additional Information is not an offer to sell these securities and
is not soliciting an offer to sell these securities in any state where the
offer or sale is not permitted.
SUBJECT TO COMPLETION JANUARY 7, 2000
STATEMENT OF
ADDITIONAL INFORMATION
RETAIL CLASSES OF
AIM AGGRESSIVE GROWTH FUND
AIM BLUE CHIP FUND
AIM CAPITAL DEVELOPMENT FUND
AIM CHARTER FUND
AIM CONSTELLATION FUND
AIM DENT DEMOGRAPHIC TRENDS FUND
AIM EMERGING GROWTH FUND
AIM LARGE CAP BASIC VALUE FUND
AIM LARGE CAP GROWTH FUND
AIM MID CAP GROWTH FUND
AIM WEINGARTEN FUND
(SERIES PORTFOLIOS OF
AIM EQUITY FUNDS, INC.)
11 GREENWAY PLAZA
SUITE 100
HOUSTON, TX 77046-1173
(713) 626-1919
----------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS
AND IT SHOULD BE READ IN CONJUNCTION WITH
A PROSPECTUS OF THE ABOVE-NAMED FUNDS,
A COPY OF WHICH MAY BE OBTAINED FREE OF CHARGE
FROM AUTHORIZED DEALERS OR BY WRITING
A I M DISTRIBUTORS, INC.,
P.O. BOX 4739, HOUSTON, TX 77210-4739
OR BY CALLING (800) 347-4246.
----------------
STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 31, 2000, RELATING TO
THE AIM AGGRESSIVE GROWTH FUND PROSPECTUS DATED JANUARY 6, 2000,
THE AIM BLUE CHIP FUND PROSPECTUS DATED JANUARY 6, 2000,
THE AIM CAPITAL DEVELOPMENT FUND PROSPECTUS DATED JANUARY 6, 2000,
THE AIM CHARTER FUND PROSPECTUS DATED JANUARY 6, 2000,
THE AIM CONSTELLATION FUND PROSPECTUS DATED JANUARY 6, 2000,
THE AIM DENT DEMOGRAPHIC TRENDS FUND PROSPECTUS DATED JANUARY 6, 2000,
THE AIM EMERGING GROWTH FUND DATED MARCH 31, 2000,
THE AIM LARGE CAP BASIC VALUE FUND PROSPECTUS DATED JANUARY 6, 2000,
THE AIM LARGE CAP GROWTH FUND PROSPECTUS DATED JANUARY 6, 2000,
THE AIM MID CAP GROWTH FUND PROSPECTUS DATED JANUARY 6, 2000,
AND THE AIM WEINGARTEN FUND PROSPECTUS DATED JANUARY 6, 2000
<PAGE> 17
TABLE OF CONTENTS
<TABLE>
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PAGE
<S> <C>
INTRODUCTION.............................................................................................1
GENERAL INFORMATION ABOUT THE FUNDS......................................................................1
The Company and Its Shares......................................................................1
PERFORMANCE..............................................................................................2
Total Return Calculations.......................................................................3
Total Return Quotations.........................................................................4
Historical Portfolio Results....................................................................4
Yield Quotations................................................................................7
PORTFOLIO TRANSACTIONS AND BROKERAGE.....................................................................8
General Brokerage Policy........................................................................8
Allocation of Portfolio Transactions............................................................9
Allocation of IPO Securities Transactions.......................................................9
Section 28(e) Standards........................................................................10
Transactions with Regular Brokers..............................................................10
Brokerage Commissions Paid.....................................................................11
Portfolio Turnover.............................................................................12
INVESTMENT STRATEGIES AND RISKS.........................................................................12
Real Estate Investment Trusts..................................................................15
Foreign Securities.............................................................................15
Foreign Exchange Transactions..................................................................17
Illiquid Securities............................................................................17
Rule 144A Securities...........................................................................17
Lending of Portfolio Securities................................................................18
Repurchase Agreements..........................................................................18
Reverse Repurchase Agreements..................................................................18
Special Situations.............................................................................19
Short Sales....................................................................................19
Warrants.......................................................................................19
Securities Issued on a When-Issued or Delayed Delivery Basis...................................19
Investment in Unseasoned Issuers...............................................................20
Borrowing......................................................................................20
Equity-Linked Derivatives......................................................................20
Investment in Other Investment Companies.......................................................20
Temporary Defensive Investments................................................................21
OPTIONS, FUTURES AND CURRENCY STRATEGIES................................................................21
Introduction...................................................................................21
General Risks of Options, Futures and Currency Strategies......................................21
Cover ......................................................................................22
Writing Call Options...........................................................................22
Writing Put Options............................................................................23
Purchasing Put Options.........................................................................23
Purchasing Call Options........................................................................23
Over-the-Counter Options.......................................................................24
Index Options..................................................................................24
Limitations on Options.........................................................................25
Interest Rate, Currency and Stock Index Futures Contracts......................................25
Options on Futures Contracts...................................................................26
Forward Contracts..............................................................................26
Limitations on Use of Futures, Options on Futures and Certain Options on Currencies............26
</TABLE>
i
<PAGE> 18
<TABLE>
<S> <C>
INVESTMENT RESTRICTIONS.................................................................................27
Aggressive Growth..............................................................................27
Blue Chip......................................................................................28
Capital Development............................................................................28
Charter........................................................................................29
Constellation..................................................................................30
Demographic Trends.............................................................................31
Emerging Growth................................................................................31
Large Cap Basic Value..........................................................................33
Large Cap Growth...............................................................................35
Mid Cap........................................................................................35
Weingarten.....................................................................................37
MANAGEMENT..............................................................................................38
Directors and Officers.........................................................................38
Investment Advisory, Administrative Services and Sub-Advisory Agreements.......................43
THE DISTRIBUTION PLANS..................................................................................47
The Class A and C Plan.........................................................................47
The Class B Plan...............................................................................48
Both Plans.....................................................................................48
THE DISTRIBUTOR.........................................................................................52
SALES CHARGES AND DEALER CONCESSIONS....................................................................54
REDUCTIONS IN INITIAL SALES CHARGES.....................................................................57
CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS.............................................................60
HOW TO PURCHASE AND REDEEM SHARES.......................................................................62
Backup Withholding.............................................................................63
NET ASSET VALUE DETERMINATION...........................................................................65
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS................................................................66
Reinvestment of Dividends and Distributions....................................................66
Tax Matters....................................................................................66
Qualification as a Regulated Investment Company................................................66
Determination of Taxable Income of a Regulated Investment Company..............................67
Excise Tax on Regulated Investment Companies...................................................68
Fund Distributions.............................................................................68
Sale or Redemption of Shares...................................................................70
Reinstatement Privilege........................................................................71
Foreign Shareholders...........................................................................71
Effect of Future Legislation; Local Tax Considerations.........................................71
SHAREHOLDER INFORMATION.................................................................................72
MISCELLANEOUS INFORMATION...............................................................................74
Charges for Certain Account Information........................................................74
Audit Reports..................................................................................74
Legal Matters..................................................................................75
Custodian and Transfer Agent...................................................................75
Principal Holders of Securities................................................................75
Other Information..............................................................................84
</TABLE>
ii
<PAGE> 19
<TABLE>
<S> <C>
APPENDIX...............................................................................................A-1
Description of Commercial Paper Ratings.......................................................A-1
Description of Corporate Bond Ratings.........................................................A-1
FINANCIAL STATEMENTS....................................................................................FS
</TABLE>
iii
<PAGE> 20
INTRODUCTION
AIM Equity Funds, Inc. (the "Company") is a series mutual fund. The rules
and regulations of the United States Securities and Exchange Commission (the
"SEC") require all mutual funds to furnish prospective investors certain
information concerning the activities of the fund being considered for
investment. The information for the Retail Classes of AIM Aggressive Growth Fund
("Aggressive Growth") is included in a Prospectus dated January 6, 2000. The
information for the Retail Classes of AIM Blue Chip Fund ("Blue Chip") is
included in a Prospectus dated January 6, 2000. The information for the Retail
Classes of AIM Capital Development Fund ("Capital Development") is included in a
Prospectus dated January 6, 2000. The information for the Retail Classes of AIM
Charter Fund ("Charter") is included in a Prospectus dated January 6, 2000. The
information for the Retail Classes of AIM Constellation Fund ("Constellation")
is included in a Prospectus dated January 6, 2000. The information for the AIM
Dent Demographic Trends Fund ("Demographic Trends") is included in a Prospectus
dated January 6, 2000. The information for the Retail Classes of AIM Emerging
Growth Fund ("Emerging Growth") is included in a Prospectus dated March 31,
2000. The information for the Retail Classes of AIM Large Cap Basic Value Fund
("Large Cap Basic Value") is included in a Prospectus dated January 6, 2000. The
information for the Retail Classes of AIM Large Cap Growth Fund ("Large Cap
Growth") is included in a Prospectus dated January 6, 2000. The information for
the Retail Classes of AIM Mid Cap Growth Fund ("Mid Cap") is included in a
Prospectus dated January 6, 2000. The information for the Retail Classes of AIM
Weingarten Fund ("Weingarten") is included in a Prospectus dated January 6,
2000. Additional copies of the Prospectuses and this Statement of Additional
Information may be obtained without charge by writing the principal distributor
of the Funds' shares, A I M Distributors, Inc. ("AIM Distributors"), P.O. Box
4739, Houston, TX 77210-4739 or by calling (800) 347-4246. Investors must
receive a Prospectus before they invest.
This Statement of Additional Information is intended to furnish prospective
investors with additional information concerning the Funds. Some of the
information required to be in this Statement of Additional Information is also
included in the Prospectuses; and, in order to avoid repetition, reference will
be made to sections of the Prospectuses. Additionally, the Prospectuses and this
Statement of Additional Information omit certain information contained in the
Registration Statement filed with the SEC. Copies of the Registration Statement,
including items omitted from the Prospectuses and this Statement of Additional
Information, may be obtained from the SEC by paying the charges described under
its rules and regulations.
GENERAL INFORMATION ABOUT THE FUNDS
THE COMPANY AND ITS SHARES
The Company was organized in 1988 as a Maryland corporation, and is
registered with the SEC as a diversified open-end series management investment
company. The Company currently consists of eleven separate portfolios:
Aggressive Growth, Blue Chip, Capital Development, Charter, Constellation,
Demographic Trends, Emerging Growth, Large Cap Basic Value, Large Cap Growth,
Mid Cap, and Weingarten (each a "Fund" and collectively, the "Funds"). Charter,
Weingarten and Constellation each have four separate classes: Class A, Class B
and Class C and an Institutional Class. Aggressive Growth, Blue Chip, Capital
Development, Demographic Trends, Emerging Growth, Large Cap Basic Value, Large
Cap Growth and Mid Cap each have three classes of shares: Class A, Class B and
Class C shares. Class A shares (sold with a front-end sales charge) and Class B
and Class C shares (each sold with a contingent deferred sales charge) of the
Funds are also referred to as the Retail Classes. Prior to October 15, 1993,
Aggressive Growth was a portfolio of AIM Funds Group ("AFG"), a Massachusetts
business trust. Pursuant to an Agreement and Plan of Reorganization between AFG
and the Company, Aggressive Growth was redomesticated as a portfolio of the
Company. All historical financial and other information contained in this
Statement of Additional Information for periods prior to October 15, 1993,
relating to Aggressive Growth is that of AFG's Aggressive Growth. Blue Chip
acquired the investment portfolio of Baird Blue Chip Fund, Inc. (the "BBC
Fund"), a registered management investment company, on June 3, 1996, in a
corporate reorganization. All historical financial information contained in this
Statement of Additional Information for periods prior to June 3, 1996, relating
to Blue Chip is that of the BBC Fund. Capital Development
1
<PAGE> 21
acquired substantially all of the assets of Baird Capital Development Fund,
Inc., a registered management investment company, on August 12, 1996 in a
corporate reorganization.
This Statement of Additional Information relates solely to the Retail
Classes of the Funds.
The term "majority of the outstanding shares" of the Company, of a
particular Fund or of a particular class of a Fund means, respectively, the vote
of the lesser of (a) 67% or more of the shares of the Company, such Fund or such
class present at a meeting of the Company's shareholders, if the holders of more
than 50% of the outstanding shares of the Company, such Fund or such class are
present or represented by proxy, or (b) more than 50% of the outstanding shares
of the Company, such Fund or such class.
Shares of the Retail Classes and the Institutional Class of each Fund have
equal rights and privileges. Each share of a particular class is entitled to one
vote, to participate equally in dividends and distributions declared by the
Company's Board of Directors with respect to the class of such Fund and, upon
liquidation of the Fund, to participate proportionately in the net assets of the
Fund allocable to such class remaining after satisfaction of outstanding
liabilities of the Fund allocable to such class. Fund shares are fully paid,
non-assessable and fully transferable when issued and have no preemptive rights
and have such conversion and exchange rights as set forth in the Prospectuses
and this Statement of Additional Information. Fractional shares have
proportionately the same rights, including voting rights, as are provided for a
full share.
Except as specifically noted above, shareholders of each Fund are entitled
to one vote per share (with proportionate voting for fractional shares),
irrespective of the relative net asset value of the different classes of shares,
where applicable, of a Fund. However, on matters affecting one portfolio of the
Company or one class of shares, a separate vote of shareholders of that
portfolio or class is required. Shareholders of a portfolio or class are not
entitled to vote on any matter which does not affect that portfolio or class but
which requires a separate vote of another portfolio or class. An example of a
matter which would be voted on separately by shareholders of a portfolio is the
approval of an advisory agreement, and an example of a matter which would be
voted on separately by shareholders of a class of shares is approval of a
distribution plan.
Shareholders of the Funds do not have cumulative voting rights, and
therefore the holders of more than 50% of the outstanding shares of all Funds
voting together for election of directors may elect all of the members of the
Board of Directors of the Company. In such event, the remaining holders cannot
elect any directors of the Company.
Under Maryland law and the Company's By-Laws, the Company need not hold an
annual meeting of shareholders unless a meeting is required under the Investment
Company Act of 1940, as amended (the "1940 Act"), to elect directors.
Shareholders may remove directors from office, and a meeting of shareholders may
be called at the request of the holders of 10% or more of the Company's
outstanding shares.
PERFORMANCE
Each Fund's performance may be quoted in advertising in terms of yield or
total return. All advertisements of the Funds will disclose the maximum sales
charge (including deferred sales charge) to which investments in shares of the
Funds may be subject. If any advertised performance data does not reflect the
maximum sales charge (if any), such advertisement will disclose that the sales
charge has not been deducted in computing the performance data, and that, if
reflected, the maximum sales charge would reduce the performance quoted.
Standardized total return for Class A shares of a Fund reflects the
deduction of the maximum initial sales charge at the time of purchase.
Standardized total return for Class B shares of a Fund reflects the deduction of
the maximum applicable contingent deferred sales charge on a redemption of
2
<PAGE> 22
shares held for the period. Standardized total return for Class C shares of a
Fund reflects the deduction of a 1% contingent deferred sales charge, if
applicable, on a redemption of shares held for the period.
A Fund's total return shows its overall change in value, including changes
in share price and assuming all the Fund's dividends and capital gain
distributions are reinvested and that all charges and expenses are deducted. A
cumulative total return reflects a Fund's performance over a stated period of
time. An average annual total return reflects the hypothetical annually
compounded return that would have produced the same cumulative total return if
the Fund's performance had been constant over the entire period. BECAUSE AVERAGE
ANNUAL RETURNS TEND TO EVEN OUT VARIATIONS IN A FUND'S RETURN, INVESTORS SHOULD
RECOGNIZE THAT SUCH RETURNS ARE NOT THE SAME AS ACTUAL YEAR-BY-YEAR RESULTS. To
illustrate the components of overall performance, a Fund may separate its
cumulative and average annual returns into income results and capital gain or
loss.
A fund may participate in the initial public offering ("IPO") market, and a
significant portion of the fund's returns may be attributable to its investment
in IPOs. Investment in IPOs could have a magnified impact on a fund with a small
asset base. There is no guarantee that as a fund's assets grow, it will continue
to experience substantially similar performance by investing in IPOs.
Yield is computed in accordance with the standardized formula described
below and can be expected to fluctuate from time to time and is not necessarily
indicative of future results. Accordingly, yield information may not provide a
basis for comparison with investments which pay a fixed rate of interest for a
stated period of time. Yield is a function of the type and quality of a Fund's
investments, the Fund's maturity and the Fund's operating expense ratio.
From time to time, A I M Advisors, Inc. ("AIM") or its affiliates may waive
all or a portion of their fees and/or assume certain expenses of any Fund.
Voluntary fee waivers or reductions or commitments to assume expenses may be
rescinded at any time without further notice to investors. During periods of
voluntary fee waivers or reductions or commitments to assume expenses, AIM will
retain its ability to be reimbursed for such fee prior to the end of each fiscal
year. Contractual fee waivers or reductions or reimbursement of expenses set
forth in the Fee Table in a Prospectus may not be terminated or amended to the
Funds' detriment during the period stated in the agreement between AIM and the
Fund. Fee waivers or reductions or commitments to reduce expenses will have the
effect of increasing that Fund's yield and total return.
The performance of each Fund will vary from time to time and past results
are not necessarily indicative of future results. A Fund's performance is a
function of its portfolio management in selecting the type and quality of
portfolio securities and is affected by operating expenses of the Fund and
market conditions. A shareholder's investment in a Fund is not insured or
guaranteed. These factors should be carefully considered by the investor before
making an investment in any Fund.
Additional performance information is contained in a Fund's Annual Report
to Shareholders, which is available upon request without charge.
TOTAL RETURN CALCULATIONS
Total returns quoted in advertising reflect all aspects of the applicable
Fund's return, including the effect of reinvesting dividends and capital gain
distributions, and any change in such Fund's net asset value per share over the
period. Average annual returns are calculated by determining the growth or
decline in value of a hypothetical investment in a particular Fund over a stated
period, and then calculating the annually compounded percentage rate that would
have produced the same result if the rate of growth or decline in value had been
constant over the period. While average annual returns are a convenient means of
comparing investment alternatives, investors should realize that a Fund's
performance is not constant over time, but changes from year to year, and that
average annual returns do not represent the actual year-to-year performance of
such Fund.
3
<PAGE> 23
In addition to average annual returns, the Retail Class of each Fund may
quote unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, and/or a series of
redemptions, over any time period. Total returns may be broken down into their
components of income and capital (including capital gains and changes in share
price) in order to illustrate the relationship of these factors and their
contributions to total return. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph or similar
illustration. Total returns may be quoted with or without taking the applicable
Fund's maximum applicable Class A front-end sales charge or Class B or Class C
contingent deferred sales charge into account. Excluding sales charges from a
total return calculation produces a higher total return figure.
TOTAL RETURN QUOTATIONS
The standard formula for calculating total return is as follows:
n
P(1+T) =ERV
Where P = a hypothetical initial payment of $1,000.
T = average annual total return (assuming the applicable
maximum sales load is deducted at the beginning of the
1, 5, or 10 year periods).
n = number of years.
ERV = ending redeemable value of a hypothetical $1,000
payment at the end of the 1, 5, or 10 year periods
(or fractional portion of such period).
HISTORICAL PORTFOLIO RESULTS
Total returns for Class A shares of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Demographic Trends, Large Cap Basic Value,
Large Cap Growth and Weingarten, for the one-year, five-year, ten-year,
fifteen-year and twenty-year (or since inception, if shorter) periods ended
October 31, 1999 (which include the maximum sales charge of 5.50% and
reinvestment of all dividends and distributions), were as follows:
<TABLE>
<CAPTION>
CLASS A AVERAGE ANNUAL RETURNS
------------------------------
ONE FIVE TEN FIFTEEN TWENTY SINCE
YEAR YEARS YEARS YEARS YEARS INCEPTION*
---- ----- ----- ----- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
AGGRESSIVE GROWTH 32.03% 16.04% 19.99% 15.95% N/A 15.51%
BLUE CHIP 21.92% 24.08% 16.94% N/A N/A 14.85%
CAPITAL DEVELOPMENT 11.73% N/A N/A N/A N/A 11.43%
CHARTER 26.63% 21.83% 16.37% 16.87% 16.79% 14.44%
CONSTELLATION 27.41% 17.03% 17.91% 19.08% 18.83% 18.32%
DEMOGRAPHIC TRENDS N/A N/A N/A N/A N/A N/A
LARGE CAP BASIC VALUE N/A N/A N/A N/A N/A N/A
LARGE CAP GROWTH N/A N/A N/A N/A N/A N/A
WEINGARTEN 31.07% 22.40% 16.22% 18.22% 19.56% 15.62%
</TABLE>
4
<PAGE> 24
<TABLE>
<CAPTION>
CLASS A CUMULATIVE RETURNS
--------------------------
ONE FIVE TEN FIFTEEN TWENTY SINCE
YEAR YEARS YEARS YEARS YEARS INCEPTION*
---- ----- ----- ----- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
AGGRESSIVE GROWTH 32.03% 110.41% 518.68% 820.72% N/A 834.44%
BLUE CHIP 21.92% 194.07% 378.07% N/A N/A 482.98%
CAPITAL DEVELOPMENT 11.73% N/A N/A N/A N/A 44.05%
CHARTER 26.63% 168.44% 355.29% 935.84% 2,128.15% 6,375.52%
CONSTELLATION 27.41% 119.56% 419.33% 1,272.05% 3,052.71% 5,112.13%
DEMOGRAPHIC TRENDS N/A N/A N/A N/A N/A 14.74%
LARGE CAP BASIC VALUE N/A N/A N/A N/A N/A -11.75%
LARGE CAP GROWTH N/A N/A N/A N/A N/A 7.42%
WEINGARTEN 31.07% 174.78% 349.70% 1,130.67% 3,462.17% 8,121.99%
</TABLE>
* The inception dates for the Class A shares of the Funds are May 1, 1984,
February 4, 1987, June 17, 1996, November 26, 1968, April 30, 1976, June 7,
1999, June 30, 1999, March 1, 1999 and June 17, 1969, respectively.
Blue Chip acquired the investment portfolio of the BBC Fund on June 3,
1996. The performance data set forth above for Blue Chip includes performance
data of the BBC Fund for periods prior to June 3, 1996.
During the 10-year period ended October 31, 1999, a hypothetical $1,000
investment at the beginning of such period in Class A shares of Aggressive
Growth, Blue Chip, Charter, Constellation and Weingarten would have been worth
$6,187, $4,781, $4,553, $5,193 and $4,497, respectively, assuming all
distributions were reinvested.
During the 15-year period ended October 31, 1999, a hypothetical $1,000
investment at the beginning of such period in Class A shares of Aggressive
Growth, Charter, Constellation and Weingarten would have been worth $9,207,
$10,358, $13,721 and $12,307, respectively, assuming all dividends were
reinvested.
During the 20-year period ended October 31, 1999, a hypothetical $1,000
investment at the beginning of such period in Class A shares of Charter,
Constellation and Weingarten would have been worth $22,281, $31,527 and $35,622,
respectively, assuming all distributions were reinvested.
Total returns for each of the named Funds with respect to its Class B
shares (which include the maximum contingent deferred sales charge of 5% and
reinvestment of all dividends and distributions), for the period ended October
31, 1999 (or since inception), were as follows:
<TABLE>
<CAPTION>
CLASS B AVERAGE ANNUAL RETURNS
------------------------------
Since
One Year Inception*
-------- ----------
<S> <C> <C>
AGGRESSIVE GROWTH 23.08% N/A
BLUE CHIP 12.32% 24.38%
CAPITAL DEVELOPMENT 28.06% 8.70%
CHARTER 28.64% 21.52%
CONSTELLATION N/A 10.41%
DEMOGRAPHIC TRENDS N/A N/A
LARGE CAP BASIC VALUE N/A N/A
LARGE CAP GROWTH N/A N/A
WEINGARTEN 32.64% 22.10%
</TABLE>
5
<PAGE> 25
<TABLE>
<CAPTION>
CLASS B CUMULATIVE RETURNS
--------------------------
Since
One Year Inception*
-------- ----------
<S> <C> <C>
AGGRESSIVE GROWTH N/A 22.27%
BLUE CHIP 23.08% 95.88%
CAPITAL DEVELOPMENT 12.32% 29.33%
CHARTER 28.06% 133.40%
CONSTELLATION 28.64% 21.81%
DEMOGRAPHIC TRENDS N/A 16.10%
LARGE CAP BASIC VALUE N/A N/A
LARGE CAP GROWTH N/A -2.91%
WEINGARTEN 32.64% 138.23%
</TABLE>
* The inception dates for the Class B shares of the Funds are March 1, 1999,
October 1, 1996, October 1, 1996, June 26, 1995, November 3, 1997, June 7,
1999, March 1, 1999, and June 26, 1995, respectively.
Total returns for each of the named Funds with respect to its Class C
shares for the period ended October 31, 1999 (or since inception), were as
follows:
<TABLE>
<CAPTION>
CLASS C AVERAGE ANNUAL RETURNS
------------------------------
Since
One Year Inception*
-------- ----------
<S> <C> <C>
AGGRESSIVE GROWTH N/A N/A
BLUE CHIP 27.09% 18.82%
CAPITAL DEVELOPMENT 16.34% 4.54%
CHARTER 32.06% 16.99%
CONSTELLATION 32.65% 10.32%
DEMOGRAPHIC TRENDS N/A N/A
LARGE CAP BASIC VALUE N/A N/A
LARGE CAP GROWTH N/A N/A
WEINGARTEN 36.61% 19.90%
</TABLE>
<TABLE>
<CAPTION>
CLASS C CUMULATIVE RETURNS
--------------------------
Since
One Year Inception*
-------- ----------
<S> <C> <C>
AGGRESSIVE GROWTH N/A 26.27%
BLUE CHIP 27.09% 47.17%
CAPITAL DEVELOPMENT 16.34% 10.46%
CHARTER 32.06% 42.13%
CONSTELLATION 32.65% 24.62%
DEMOGRAPHIC TRENDS N/A 20.10%
LARGE CAP BASIC VALUE N/A N/A
LARGE CAP GROWTH N/A -1.18%
WEINGARTEN 36.61% 50.19%
</TABLE>
* The inception date for the Class C shares of the Funds is August 4, 1997,
except the inception dates for the Class C shares of Aggressive Growth,
Demographic Trends and Large Cap Growth are March 1, 1999, June 7, 1999 and
March 1, 1999, respectively.
6
<PAGE> 26
The performance data listed above is not necessarily indicative of the
future performance of any of the Funds.
Average annual returns and cumulative returns are not available for
Class A, B and C shares of Emerging Growth and Mid Cap and Class B and C
shares of Large Cap Basic Value because these classes had no operations prior
to October 31,
1999.
YIELD QUOTATIONS
The standard formula for calculating yield is as follows:
6
YIELD = 2[((a-b)/(c x d) + 1) -1]
Where a = dividends and interest earned during a stated 30-day period.
For purposes of this calculation, dividends are accrued rather
than recorded on the ex-dividend date. Interest earned under this
formula must generally be calculated based on the yield to maturity
of each obligation (or, if more appropriate, based on yield to call
date).
b = expense accrued during period (net of reimbursement).
c = the average daily number of shares outstanding during the period.
d = the maximum offering price per share on the last day of the period.
Each Fund's performance may be compared in advertising to the performance
of other mutual funds in general, or of particular types of mutual funds,
especially those with similar objectives. Such performance data may be prepared
by Lipper Incorporated and other independent services which monitor the
performance of mutual funds. The Funds may also advertise mutual fund
performance rankings which have been assigned to each respective Fund by such
monitoring services.
Each Fund's performance may also be compared in advertising and other
materials to the performance of comparative benchmarks such as the Consumer
Price Index ("CPI"), the Russell--Registered Trademark-- indices, the Standard
& Poor's 500 Stock Index, and fixed-price investments such as bank
certificates of deposit and/or savings accounts.
The CPI, published by the U.S. Bureau of Labor Statistics, is a statistical
measure of changes, over time, in the prices of goods and services. Standard &
Poor's 500 Stock Index is a group of unmanaged securities widely regarded by
investors as representative of the stock market in general. Comparisons assume
the reinvestment of dividends. Fixed Price Investments, such as bank
certificates of deposits and savings accounts, are generally backed by federal
agencies for up to $100,000.
Each Fund's advertising may from time to time include discussions of
general economic conditions and interest rates. In addition, each Fund's
long-term performance may be described in advertising in relation to historical,
political and/or economic events. Each Fund's advertising may also include
references to the use of the Fund as part of an individual's overall retirement
investment program.
From time to time, Fund sales literature and/or advertisements may disclose
(i) top holdings included in the Fund's portfolio, (ii) certain selling group
members, and/or (iii) certain institutional shareholders.
From time to time, Demographic Trends sales literature and/or
advertisements may quote (i) Harry S. Dent, Jr.'s theories on why the coming
decade may offer unprecedented opportunities for investors, including his
opinions on the stock market outlook and where growth may be strongest; (ii)
Harry S. Dent, Jr.'s opinions and theories from his books and publications,
including, but not limited to, Job Shock, The Great Boom Ahead and The Roaring
2000s, including his beliefs that (a) people's spending patterns may help
predict the stock market, (b) the stock market has tended to perform best when a
generation has reached its peak spending years from ages 45-50, and (c) as more
and more baby boomers reach their peak spending age, they could propel stock
prices up for the next decade; and (iii) Harry S. Dent, Jr.'s S-curve analysis,
a forecasting tool used to analyze products that show remarkable growth.
7
<PAGE> 27
Large Cap Growth invests primarily in domestic "brand-name" companies that
are domiciled in the U.S. and compete in the global marketplace. By investing in
companies whose products and services are marketed around the world, Large Cap
Growth attempts to capture potential growth in foreign markets, while benefiting
from the growth opportunities and relative stability of the U.S. marketplace.
From time to time, the Funds' sales literature and/or advertisements may
discuss generic topics pertaining to the mutual fund industry. These topics
include, but are not limited to, literature addressing general information about
mutual funds, variable annuities, dollar-cost averaging, stocks, bonds, money
markets, certificates of deposit, retirement, retirement plans, asset
allocation, tax-free investing, college planning and inflation.
PORTFOLIO TRANSACTIONS AND BROKERAGE
GENERAL BROKERAGE POLICY
AIM makes decisions to buy and sell securities for each Fund, selects
broker-dealers, effects the Funds' investment portfolio transactions, allocates
brokerage fees in such transactions, and where applicable, negotiates
commissions and spreads on transactions. AIM's primary consideration in
effecting a security transaction is to obtain the most favorable execution of
the order, which includes the best price on the security and a low commission
rate. While AIM seeks reasonably competitive commission rates, the Funds may not
pay the lowest commission or spread available. See "Section 28(e) Standards"
below.
Some of the securities in which the Funds invest are traded in
over-the-counter markets. In such transactions, a Fund deals directly with
dealers who make markets in the securities involved, except when better prices
are available elsewhere. Portfolio transactions placed through dealers who are
primary market makers are effected at net prices without commissions, but which
include compensation in the form of a mark up or mark down.
Traditionally, commission rates have not been negotiated on stock markets
outside the United States. Although in recent years many overseas stock markets
have adopted a system of negotiated rates, a number of markets maintain an
established schedule of minimum commission rates.
AIM may determine target levels of commission business with various brokers
on behalf of its clients (including the Funds) over a certain time period. The
target levels will be based upon the following factors, among others: (1) the
execution services provided by the broker; (2) the research services provided by
the broker; and (3) the broker's interest in mutual funds in general and in the
Funds and other mutual funds advised by AIM or A I M Capital Management, Inc.
("AIM Capital") (collectively, the "AIM Funds") in particular, including sales
of the Funds and of the other AIM Funds. In connection with (3) above, the
Funds' trades may be executed directly by dealers that sell shares of the AIM
Funds or by other broker-dealers with which such dealers have clearing
arrangements. AIM will not use a specific formula in connection with any of
these considerations to determine the target levels.
AIM will seek, whenever possible, to recapture for the benefit of a Fund
any commissions, fees, brokerage or similar payments paid by the Fund on
portfolio transactions. Normally, the only fees which AIM can recapture are the
soliciting dealer fees on the tender of a Fund's portfolio securities in a
tender or exchange offer.
The Funds may engage in certain principal and agency transactions with
banks and their affiliates that own 5% or more of the outstanding voting
securities of a Fund, provided the conditions of an exemptive order received by
the Funds from the SEC are met. In addition, a Fund may purchase or sell a
security from or to another AIM Fund provided the Funds follow procedures
adopted by the Board of Directors/Trustees of the various AIM Funds, including
the Company. These inter-fund transactions do not generate brokerage commissions
but may result in custodial fees or taxes or other related expenses.
8
<PAGE> 28
ALLOCATION OF PORTFOLIO TRANSACTIONS
AIM and its affiliates manage several other investment accounts. Some of
these accounts may have investment objectives similar to the Funds.
Occasionally, identical securities will be appropriate for investment by one of
the Funds and by another Fund or one or more of these investment accounts.
However, the position of each account in the same securities and the length of
time that each account may hold its investment in the same securities may vary.
The timing and amount of purchase by each account will also be determined by its
cash position. If the purchase or sale of securities is consistent with the
investment policies of the Fund(s) and one or more of these accounts, and is
considered at or about the same time, AIM will fairly allocate transactions in
such securities among the Fund(s) and these accounts. AIM may combine such
transactions, in accordance with applicable laws and regulations, to obtain the
most favorable execution. Simultaneous transactions could, however, adversely
affect a Fund's ability to obtain or dispose of the full amount of a security
which it seeks to purchase or sell.
Sometimes the procedure for allocating portfolio transactions among the
various investment accounts advised by AIM could have an adverse effect on the
price or amount of securities available to a Fund. In making such allocations,
AIM considers the investment objectives and policies of its advisory clients,
the relative size of portfolio holdings of the same or comparable securities,
the availability of cash for investment, the size of investment commitments
generally held, and the judgments of the persons responsible for recommending
the investment.
ALLOCATION OF IPO SECURITIES TRANSACTIONS
From time to time, certain of the AIM Funds may become interested in
participating in security distributions that are available in an IPO, and
occasions may arise when purchases of such securities by one AIM Fund may also
be considered for purchase by one or more other AIM Funds. In such cases, it
shall be AIM's practice to specifically combine or otherwise bunch indications
of interest for IPO securities for all AIM Funds participating in purchase
transactions for that security, and to allocate such transactions in accordance
with the following procedures:
AIM will determine the eligibility of each AIM Fund that seeks to
participate in a particular IPO by reviewing a number of factors, including
suitability of the investment with the AIM Fund's investment objective, policies
and strategies, the liquidity of the AIM Fund if such investment is purchased,
and whether the portfolio manager intends to hold the security as a long-term
investment. The allocation of limited supply securities issued in IPOs will be
made to eligible AIM Funds in a manner designed to be fair and equitable for the
eligible AIM Funds, and so that there is equal allocation of IPOs over the
longer term. Where multiple funds are eligible, rotational participation may
occur, based on the extent to which an AIM Fund has participated in previous
IPOs as well as the size of the AIM Fund. Each eligible AIM Fund with an asset
level of less than $500 million will be placed in one of three tiers, depending
upon its asset level. The AIM Funds in the tier containing funds with the
smallest asset levels will participate first, each receiving a 40 basis point
allocation (rounded to the nearest share round lot that approximates 40 basis
points) (the "Allocation"), based on that AIM Fund's net assets. This process
continues until all of the AIM Funds in the three tiers receive their
Allocations, or until the shares are all allocated. Should securities remain
after this process, eligible AIM Funds will receive their Allocations on a
straight pro rata basis. For the tier of AIM Funds not receiving a full
Allocation, the Allocation may be made only to certain AIM Funds so that each
may receive close to or exactly 40 basis points.
Any AIM Funds with substantially identical investment objectives and
policies will participate in syndicates in amounts that are substantially
proportionate to each other. In these cases, the net assets of the largest AIM
Fund will be used to determine in which tier, as described in the paragraph
above, such group of AIM Funds will be placed. The price per share of securities
purchased in such syndicate transactions will be the same for each AIM Fund.
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SECTION 28(e) STANDARDS
Section 28(e) of the Securities Exchange Act of 1934 provides that AIM,
under certain circumstances, lawfully may cause an account to pay a higher
commission than the lowest available. Under Section 28(e), AIM must make a good
faith determination that the commissions paid are "reasonable in relation to the
value of the brokerage and research services provided ... viewed in terms of
either that particular transaction or [AIM's] overall responsibilities with
respect to the accounts as to which it exercises investment discretion." The
services provided by the broker also must lawfully and appropriately assist AIM
in the performance of its investment decision-making responsibilities.
Accordingly, in recognition of research services provided to it, a Fund may pay
a broker higher commissions than those available from another broker.
Research services received from broker-dealers supplement AIM's own
research (and the research of its affiliates), and may include the following
types of information: statistical and background information on the U.S. and
foreign economies, industry groups and individual companies; forecasts and
interpretations with respect to the U.S. and foreign economies, securities,
markets, specific industry groups and individual companies; information on
federal, state, local and foreign political developments; portfolio management
strategies; performance information on securities, indexes and investment
accounts; information concerning prices of securities; and information supplied
by specialized services to AIM and to the Company's directors with respect to
the performance, investment activities, and fees and expenses of other mutual
funds. Broker-dealers may communicate such information electronically, orally,
in written form or on computer software. Research services may also include the
providing of custody services, as well as the providing of equipment used to
communicate research information, the providing of specialized consultations
with AIM personnel with respect to computerized systems and data furnished to
AIM as a component of other research services, the arranging of meetings with
management of companies, and the providing of access to consultants who supply
research information.
The outside research assistance is useful to AIM since the broker-dealers
used by AIM tend to follow a broader universe of securities and other matters
than AIM's staff can follow. In addition, the research provides AIM with a
diverse perspective on financial markets. Research services provided to AIM by
broker-dealers are available for the benefit of all accounts managed or advised
by AIM or by its affiliates. Some broker-dealers may indicate that the provision
of research services is dependent upon the generation of certain specified
levels of commissions and underwriting concessions by AIM's clients, including
the Funds. However, the Funds are not under any obligation to deal with any
broker-dealer in the execution of transactions in portfolio securities.
In some cases, the research services are available only from the
broker-dealer providing them. In other cases, the research services may be
obtainable from alternative sources in return for cash payments. AIM believes
that the research services are beneficial in supplementing AIM's research and
analysis and that they improve the quality of AIM's investment advice. The
advisory fee paid by the Funds is not reduced because AIM receives such
services. However, to the extent that AIM would have purchased research services
had they not been provided by broker-dealers, the expenses to AIM could be
considered to have been reduced accordingly.
TRANSACTIONS WITH REGULAR BROKERS
As of October 31, 1999, Blue Chip, Charter and Dent Demographics held an
amount of common stock issued by Merrill Lynch & Co. having a market value of
$25,512,500, $39,250,000 and $5,887,500, respectively, and common stock issued
by Morgan Stanley, Dean Witter, Discover & Co. having a market value of
$57,914,063, $137,890,650 and $12,134,375, respectively. As of October 31, 1999,
Charter held an amount of common stock issued by Goldman Sachs Group, Inc.
having a market value of $10,650,000.
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BROKERAGE COMMISSIONS PAID
For the fiscal years ended October 31, 1999, 1998 and 1997, Aggressive
Growth paid brokerage commissions of $3,536,558, $5,098,276 and $4,026,523,
respectively. For the fiscal year ended October 31, 1999, AIM allocated certain
of Aggressive Growth's brokerage transactions to certain broker-dealers that
provided AIM with certain research, statistical and other information. Such
transactions amounted to $722,475,212 and the related brokerage commissions were
$1,045,622.
For the fiscal years ended October 31, 1999, 1998 and 1997, Blue Chip paid
brokerage commissions of $2,695,856, $1,457,590 and $858,396, respectively. For
the fiscal year ended October 31, 1999, AIM allocated certain of Blue Chip's
brokerage transactions to certain broker-dealers that provide AIM with certain
research, statistical and other information. Such transactions amounted to
$221,450,070 and the related brokerage commissions were $195,523.
For the fiscal years ended October 31, 1999, 1998 and 1997, Capital
Development paid brokerage commissions of $3,324,179, $2,277,419 and $628,188,
respectively. For the fiscal year ended October 31, 1999, AIM allocated certain
of Capital Development's brokerage transactions to certain broker-dealers that
provide AIM with certain research, statistical and other information. Such
transactions amounted to $319,102,239 and the related brokerage commissions were
$682,063.
For the fiscal years ended October 31, 1999, 1998 and 1997, Charter paid
brokerage commissions of $11,856,781, $15,567,811 and $12,073,633, respectively.
For the fiscal year ended October 31, 1999, AIM allocated certain of Charter's
brokerage transactions to certain broker-dealers that provided AIM with certain
research, statistical and other information. Such transactions amounted to
$1,349,408,533 and the related brokerage commissions were $1,333,679.
For the fiscal years ended October 31, 1999, 1998 and 1997, Constellation
paid brokerage commissions of $20,108,956, $25,285,665 and $16,928,988,
respectively. For the fiscal year ended October 31, 1999, AIM allocated certain
of Constellation's brokerage transactions to certain broker-dealers that
provided AIM with certain research, statistical and other information. Such
transactions amounted to $2,153,357,263 and the related brokerage commissions
were $2,610,073.
For the period ended October 31, 1999, Demographic Trends paid brokerage
commissions of $250,423. For the period ended October 31, 1999, AIM allocated
certain of Demographic Trends' brokerage transactions to certain broker-dealers
that provided AIM with certain research, statistical and other information. Such
transactions amounted to $5,533,874 and the related brokerage commissions were
$6,004.
For the period ended October 31, 1999, Large Cap Basic Value paid brokerage
commissions of $1,021. For the period ended October 31, 1999, AIM allocated
certain of Large Cap Basic Value's brokerage transactions to certain
broker-dealers that provide AIM with certain research, statistical and other
information. Such transactions amounted to $14,324 and the related brokerage
commissions were $16.
For the period ended October 31, 1999, Large Cap Growth paid brokerage
commissions of $6,178. For the period ended October 31, 1999, AIM allocated
certain of Large Cap Growth's brokerage transactions to certain broker-dealers
that provided AIM with certain research, statistical and other information. Such
transactions amounted to $279,961 and the related brokerage commissions were
$251.
For the fiscal years ended October 31, 1999, 1998 and 1997, Weingarten paid
brokerage commissions of $20,226,511, $19,810,852 and $17,413,682, respectively.
For the fiscal year ended October 31, 1999, AIM allocated certain of
Weingarten's brokerage transactions to certain broker-dealers that provided AIM
with certain research, statistical and other information. Such transactions
amounted to $2,225,018,782 and the related brokerage commissions were
$2,027,136.
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PORTFOLIO TURNOVER
The portfolio turnover rate of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Demographic Trends, Large Cap Basic Value,
Large Cap Growth and Weingarten is shown under "Financial Highlights" in the
applicable Prospectus. Higher portfolio turnover increases transaction costs to
the Funds.
INVESTMENT STRATEGIES AND RISKS
The following discussion of investment policies supplements the discussion
of the investment objectives and policies set forth in the applicable Prospectus
under the heading "Investment Objective and Strategies" and "Principal Risks of
Investing in the Fund."
The investment objective of Aggressive Growth is to achieve long-term
growth of capital by investing primarily in common stocks of companies whose
earnings the Fund's portfolio managers expect to grow more than 15% per year.
Many of these companies are in the small to medium-sized category. The Fund's
strategy does not preclude investment in large, seasoned companies which in the
judgment of AIM possess superior potential returns similar to companies with
formative growth profiles. The Fund will also invest in established smaller
companies (under $500 million in market capitalization) which offer exceptional
value based upon substantially above average earnings growth potential relative
to market value. Investors should realize that equity securities of small to
medium-sized companies may involve greater risk than is associated with
investing in more established companies. Small to medium-sized companies often
have limited product and market diversification, fewer financial resources or
may be dependent on a few key managers. Any one of the foregoing may change
suddenly and have an immediate impact on the value of the company's securities.
Furthermore, whenever the securities markets are experiencing rapid price
changes due to national economic trends, secondary growth securities have
historically been subject to exaggerated price changes. The Fund may invest in
non-equity securities, such as corporate bonds or U.S. Government obligations
during periods when, in the opinion of AIM, prevailing market, financial, or
economic conditions warrant, as well as when such holdings are advisable in
light of a change in circumstances of a particular company or within a
particular industry.
Blue Chip's primary investment objective is long-term growth of capital
with a secondary objective of current income. It is anticipated that the major
portion of Blue Chip's portfolio will ordinarily be invested in common stocks,
convertible securities and bonds of blue chip companies (i.e., companies with
leading market positions and which possess strong financial characteristics, as
described below). While current income is a secondary objective, most of the
stocks in the Fund's portfolio are expected to pay dividends. The Fund will
generally invest in large and medium sized companies (i.e., companies which fall
in the largest 85% of market capitalization of publicly traded companies listed
in the United States) which possess the following characteristics:
o MARKET CHARACTERISTICS -- Blue chip companies are those which occupy
(or in AIM's judgment have the potential to occupy) leading market
positions that are expected to be maintained or enhanced over time.
Strong market positions, particularly in growing industries, can give
a company pricing flexibility as well as the potential for strong unit
sales. These factors can in turn lead to higher earnings growth and
greater share price appreciation. Market leaders can be identified
within an industry as those companies which have (i) superior growth
prospects compared with other companies in the same industry; (ii)
possession of proprietary technology with the potential to bring about
major changes within an industry; and/or (iii) leading sales within an
industry, or the potential to become a market leader.
o FINANCIAL CHARACTERISTICS -- A blue chip company possesses at least
one of the following attributes: (i) faster earnings growth than its
competitors and the market in general; (ii) higher profit margins
relative to its competitors; (iii) strong cash flow relative to its
competitors;
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and/or (iv) a balance sheet with relatively low debt and a high return
on equity relative to its competitors.
The Fund will diversify among industries and therefore will not invest 25%
or more of its total assets in any one industry. Under normal market conditions,
Blue Chip's portfolio will be diversified among industries in a manner similar
to the industry diversification of broad market indices.
The investment objective of Capital Development is long-term growth of
capital. Production of income is incidental to this objective. The Fund's
principal investments are in common stocks, convertible securities and bonds.
The Fund will invest primarily in securities of small and medium-sized
companies (i.e., companies which fall in the smallest 85% by market
capitalization of publicly traded companies in the United States). Among factors
that AIM may consider when selecting investments in a company for the Fund are
(i) the growth prospects for a company's products, (ii) the economic outlook for
its industry, (iii) a company's new product development, (iv) its operating
management capabilities, (v) the relationship between the price of the security
and its estimated fundamental value, (vi) relevant market, economic and
political environments and (vii) financial characteristics such as balance sheet
analysis and return on assets.
The primary investment objective of Charter is growth of capital with a
secondary objective of current income. Although the amount of Charter's current
income will vary from time to time, it is anticipated that the current income
realized by Charter will generally be greater than that realized by mutual funds
whose sole objective is growth of capital.
The investment objective of Constellation is growth of capital.
Constellation aggressively seeks to increase shareholders' capital by investing
principally in common stocks, with emphasis on medium-sized and smaller emerging
growth companies.
Emerging Growth is a non-diversified portfolio (as defined in the 1940
Act), which means that it may invest a greater proportion of its assets in the
securities of a smaller number of issuers and therefore may be subject to
greater market and credit risk than a more broadly diversified portfolio. (A
diversified portfolio may not, with respect to 75% of its total assets, invest
more than 5% of its assets in securities of one issuer.) Emerging Growth intends
to satisfy the diversification requirements of the Internal Revenue Code to
qualify as a regulated investment company. See "Dividends, Distributions and Tax
Matters" herein.
The investment objective of Weingarten is to seek growth of capital
primarily by investing in common stocks of seasoned and better capitalized
companies. Current income will not be an important criterion of investment
selection, and any such income should be considered incidental. It is
anticipated that common stocks will be the principal form of investment by the
Fund.
Management of Aggressive Growth and Constellation will be particularly
interested in companies that are likely to benefit from new or innovative
products, services or processes that should enhance such companies' prospects
for future growth in earnings. As a result of this policy, the market prices of
many of the securities purchased and held by a Fund may fluctuate widely. Any
income received from securities held by a Fund will be incidental, and an
investor should not consider a purchase of shares of a Fund as equivalent to a
complete investment program. Aggressive Growth, Constellation and Weingarten's
portfolios are primarily comprised of securities of two basic categories of
companies: (a) "core" companies, which Fund management considers to have
experienced above-average and consistent long-term growth in earnings and to
have excellent prospects for outstanding future growth, and (b) "earnings
acceleration" companies which Fund management believes are currently enjoying a
dramatic increase in profits.
Each of the Funds may invest, for cash management, temporary or defensive
purposes, all or substantially all of their assets in corporate bonds,
commercial paper, or U.S. Government obligations. In addition, all or a portion
of each Fund's assets may be held, from time to time, in cash, repurchase
agreements, shares of affiliated money market funds, bonds or other short-term
debt securities when such positions are deemed advisable in light of economic or
market conditions. For a description of the various rating categories of
corporate bonds and commercial paper in which the Funds may invest, see the
Appendix to this Statement of Additional Information.
COMMON STOCKS -- The Funds will invest in common stocks. Common stocks
represent the residual ownership interest in the issuer and are entitled to the
income and increase in the value of the assets and business of the entity after
all of its obligations and preferred stocks are satisfied. Common
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stocks generally have voting rights. Common stocks fluctuate in price in
response to many factors including historical and prospective earnings of the
issuer, the value of its assets, general economic conditions, interest rates,
investor perceptions and market liquidity.
PREFERRED STOCKS -- The Funds may invest in preferred stocks. Preferred
stock has a preference over common stock in liquidation (and generally dividends
as well) but is subordinated to the liabilities of the issuer in all respects.
As a general rule the market value of preferred stock with a fixed dividend rate
and no conversion element varies inversely with interest rates and perceived
credit risk, while the market price of convertible preferred stock generally
also reflects some element of conversion value. Because preferred stock is
junior to debt securities and other obligations of the issuer, deterioration in
the credit quality of the issuer will cause greater changes in the value of a
preferred stock than in a more senior debt security with similar stated yield
characteristics. Unlike interest payments on debt securities, preferred stock
dividends are payable only if declared by the issuer's board of directors.
Preferred stock also may be subject to optional or mandatory redemption
provisions.
CONVERTIBLE SECURITIES -- The Funds may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of
common stock or other equity security of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt or the
dividend paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged. Before conversion, convertible securities have
characteristics similar to nonconvertible income securities in that they
ordinarily provide a stable stream of income with generally higher yields than
those of common stocks of the same or similar issuers. Convertible securities
rank senior to common stock in a corporation's capital structure but are usually
subordinated to comparable nonconvertible securities. Convertible securities may
be subject to redemption at the option of the issuer at a price established in
the convertible security's governing instrument. Although each Fund will only
purchase convertible securities that AIM considers to have adequate protection
parameters, including an adequate capacity to pay interest and repay principal
in a timely manner, it invests without regard to corporate bond ratings. Capital
Development does not intend to invest more than 5% of its net assets in
convertible securities. Blue Chip does not intend to invest more than 10% of its
total assets in convertible securities.
CORPORATE DEBT SECURITIES -- The Funds may invest in corporate debt
securities. Corporations issue debt securities of various types, including bonds
and debentures (which are long-term), notes (which may be short- or long-term),
bankers acceptances (indirectly secured borrowings to facilitate commercial
transactions) and commercial paper (short-term unsecured notes). These
securities typically provide for periodic payments of interest, at a rate which
may be fixed or adjustable, with payment of principal upon maturity and are
generally not secured by assets of the issuer or otherwise guaranteed. The
values of fixed rate income securities tend to vary inversely with changes in
interest rates, with longer-term securities generally being more volatile than
shorter-term securities. Corporate securities frequently are subject to call
provisions that entitle the issuer to repurchase such securities at a
predetermined price prior to their stated maturity. In the event that a security
is called during a period of declining interest rates, the Fund may be required
to reinvest the proceeds in securities having a lower yield. In addition, in the
event that a security was purchased at a premium over the call price, a Fund
will experience a capital loss if the security is called. Adjustable rate
corporate debt securities may have interest rate caps and floors.
Blue Chip and Large Cap Growth will not invest in non-convertible corporate
debt securities rated below investment grade by Standard and Poor's Ratings
Services ("S&P") and Moody's Investors Service ("Moody's") or in unrated
non-convertible corporate debt securities believed by the Fund's investment
adviser to be below investment grade quality. Securities rated in the four
highest long-term rating categories by S&P and Moody's are considered to be
"investment grade." S&P's fourth highest long-term rating category is "BBB",
with BBB- being the lowest investment grade rating. Moody's fourth highest
long-term rating category is "Baa", with Baa3 being the lowest investment grade
rating. Publications of S&P indicate that it assigns securities to the "BBB"
rating category when such securities are "regarded as having an adequate
capacity to pay interest and repay principal. Such securities normally exhibit
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<PAGE> 34
adequate protection parameters, but adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay," whereas
securities rated AAA by S&P are regarded as having "capacity to pay interest and
repay principal that is extremely strong." Publications of Moody's indicate that
it assigns securities to the "Baa rating category when such securities are
considered as medium grade obligations, i.e., they are neither highly protected
nor poorly secured. Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds lack
outstanding investment characteristics and in fact have speculative
characteristics as well," whereas securities rated Aaa by Moody's "are judged to
be of the best quality" and "carry the smallest degree of investment risk."
U.S. GOVERNMENT SECURITIES -- The Funds may invest in securities issued or
guaranteed by the United States government or its agencies or instrumentalities.
These include Treasury securities (bills, notes, bonds and other debt
securities) which differ only in their interest rates, maturities and times of
issuance. U.S. Government agency and instrumentality securities include
securities which are supported by the full faith and credit of the U.S.,
securities that are supported by the right of the agency to borrow from the U.S.
Treasury, securities that are supported by the discretionary authority of the
U.S. Government to purchase certain obligations of the agency or instrumentality
and securities that are supported only by the credit of such agencies. While the
U.S. Government may provide financial support to such U.S. government-sponsored
agencies or instrumentalities, no assurance can be given that it always will do
so. The U.S. government, its agencies and instrumentalities do not guarantee the
market value of their securities. The values of such securities fluctuate
inversely to interest rates.
REAL ESTATE INVESTMENT TRUSTS
To the extent consistent with their respective investment objectives and
policies, the Funds may invest in equity and/or debt securities issued by Real
Estate Investment Trusts ("REITs"). Such investments will not exceed 25% of the
total assets of any of the Funds.
REITs are trusts which sell equity or debt securities to investors and use
the proceeds to invest in real estate or interests therein. A REIT may focus on
particular projects, such as apartment complexes, or geographic regions, such as
the Southeastern United States, or both.
To the extent that a Fund has the ability to invest in REITs, such Fund
could conceivably own real estate directly as a result of a default on the
securities it owns. A Fund, therefore, may be subject to certain risks
associated with the direct ownership of real estate including difficulties in
valuing and trading real estate, declines in the value of real estate, risks
related to general and local economic condition, adverse change in the climate
for real estate, environmental liability risks, increases in property taxes and
operating expense, changes in zoning laws, casualty or condemnation losses,
limitations on rents, changes in neighborhood values, the appeal of properties
to tenants, and increases in interest rates.
In addition to the risks described above, equity REITs may be affected by
any changes in the value of the underlying property owned by the trusts, while
mortgage REITs may be affected by the quality of any credit extended. Equity and
mortgage REITs are dependent upon management skill, are not diversified, and are
therefore subject to the risk of financing single or a limited number of
projects. Such trusts are also subject to heavy cash flow dependency, defaults
by borrowers, self-liquidation, and the possibility of failing to maintain
exemption from the 1940 Act. Changes in interest rates may also affect the value
of debt securities held by a Fund. By investing in REITs indirectly through a
Fund, a shareholder will bear not only his/her proportionate share of the
expenses of the Fund, but also, indirectly, similar expenses of the REITs.
FOREIGN SECURITIES
Each of the Funds may hold foreign securities. Such investments may include
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and
other securities representing underlying securities of foreign issuers. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically issued
by
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a United States bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. EDRs are receipts issued in Europe
which evidence a similar ownership arrangement. Generally, ADRs, in registered
form, are designed for use in the United States securities markets, and EDRs, in
bearer form, are designed for use in European securities markets. ADRs and EDRs
may be listed on stock exchanges, or traded in OTC markets in the United States
or Europe, as the case may be. ADRs, like other securities traded in the United
States, will be subject to negotiated commission rates.
To the extent a Fund invests in securities denominated in foreign
currencies, each Fund bears the risk of changes in the exchange rates between
U.S. currency and the foreign currency, as well as the availability and status
of foreign securities markets. These securities will be marketable equity
securities (including common and preferred stock, depositary receipts for stock
and fixed income or equity securities exchangeable for or convertible into
stock) of foreign companies which generally are listed on a recognized foreign
securities exchange or traded in a foreign over-the-counter market. Each of the
Funds may also invest in foreign securities listed on recognized U.S. securities
exchanges or traded in the U.S. over-the-counter market. Such foreign securities
may be issued by foreign companies located in developing countries in various
regions of the world. A "developing country" is a country in the initial stages
of its industrial cycle. As compared to investment in the securities markets of
developed countries, investment in the securities markets of developing
countries involves exposure to markets that may have substantially less trading
volume and greater price volatility, economic structures that are less diverse
and mature, and political systems that may be less stable.
Investments by a Fund in foreign securities, whether denominated in U.S.
currencies or foreign currencies, may entail all of the risks set forth below.
Investments by a Fund in ADRs, EDRs or similar securities also may entail some
or all of the risks as set forth below.
Currency Risk. The value of each Fund's foreign investments will be
affected by changes in currency exchange rates. The U.S. dollar value of a
foreign security decreases when the value of the U.S. dollar rises against the
foreign currency in which the security is denominated and increases when the
value of the U.S. dollar falls against such currency.
On January 1, 1999, certain members of the European Economic and Monetary
Union ("EMU"), namely Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal, and Spain established a common
European currency known as the "euro" and each member's local currency became a
denomination of the euro. It is anticipated that each participating country will
replace its local currency with the euro on July 1, 2002. Any other European
country that is a member of the European Union and satisfies the criteria for
participation in the EMU may elect to participate in the EMU and may supplement
its existing currency with the euro. The anticipated replacement of existing
currencies with the euro on July 1, 2002 could cause market disruptions before
or after July 1, 2002 and could adversely affect the value of securities held by
a Fund.
Political and Economic Risk. The economies of many of the countries in
which the Funds may invest are not as developed as the United States economy and
may be subject to significantly different forces. Political or social
instability, expropriation or confiscatory taxation, and limitations on the
removal of funds or other assets could also adversely affect the value of each
Fund's investments.
Regulatory Risk. Foreign companies are not registered with the SEC and are
generally not subject to the regulatory controls imposed on United States
issuers and, as a consequence, there is generally less publicly available
information about foreign securities than is available about domestic
securities. Foreign companies are not subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to domestic companies. Income from foreign securities owned by
the Funds may be reduced by a withholding tax at the source, which tax would
reduce dividend income payable to the Funds' shareholders.
Market Risk. The securities markets in many of the countries in which the
Funds invest will have substantially less trading volume than the major United
States markets. As a result, the securities of
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some foreign companies may be less liquid and experience more price volatility
than comparable domestic securities. Increased custodian costs as well as
administrative costs (such as the need to use foreign custodians) may be
associated with the maintenance of assets in foreign jurisdictions. There is
generally less government regulation and supervision of foreign stock exchanges,
brokers and issuers which may make it difficult to enforce contractual
obligations. In addition, transaction costs in foreign securities markets are
likely to be higher, since brokerage commission rates in foreign countries are
likely to be higher than in the United States.
FOREIGN EXCHANGE TRANSACTIONS
Each Fund has authority to deal in foreign exchange between currencies of
the different countries in which it will invest either for the settlement of
transactions or as a hedge against possible variations in the foreign exchange
rates between those currencies. This may be accomplished through direct
purchases or sales of foreign currency, purchases of futures contracts with
respect to foreign currency (and options thereon), and contractual agreements to
purchase or sell a specified currency at a specified future date (up to one
year) at a price set at the time of the contract. Such contractual commitments
may be forward contracts entered into directly with another party or
exchange-traded futures contracts. The Fund may purchase and sell options on
futures contracts or forward contracts which are denominated in a particular
foreign currency to hedge the risk of fluctuations in the value of another
currency. The Fund's dealings in foreign exchange may involve specific
transactions or portfolio positions. Transaction hedging is the purchase or sale
of foreign currency with respect to specific receivables or payables of the Fund
accruing in connection with the purchase or sale of its portfolio securities,
the sale and redemption of shares of the Fund, or the payment of dividends and
distributions by the Fund. Position hedging is the purchase or sale of foreign
currency with respect to portfolio security positions (or underlying portfolio
security positions, such as in an ADR) denominated or quoted in a foreign
currency. The Fund will not speculate in foreign exchange, nor commit a larger
percentage of its total assets to foreign exchange hedges than the percentage of
its total assets that it could invest in foreign securities.
ILLIQUID SECURITIES
None of the Funds will invest more than 15% of their net assets in illiquid
securities, including repurchase agreements with maturities in excess of seven
days.
RULE 144A SECURITIES
The Funds may purchase privately placed securities that are eligible for
purchase and sale pursuant to Rule 144A under the Securities Act of 1933 (the
"1933 Act"). This Rule permits certain qualified institutional buyers, such as a
Fund, to trade in securities that have not been registered under the 1933 Act.
AIM, under the supervision of the Company's Board of Directors, will consider
whether securities purchased under Rule 144A are illiquid and thus subject to
the Fund's restriction of investing no more than 15% of its assets in illiquid
securities. Determination of whether a Rule 144A security is liquid or not is a
question of fact. In making this determination AIM will consider the trading
markets for the specific security taking into account the unregistered nature of
a Rule 144A security. In addition, AIM could consider the (i) frequency of
trades and quotes, (ii) number of dealers and potential purchasers, (iii) dealer
undertakings to make a market, and (iv) nature of the security and of market
place trades (for example, the time needed to dispose of the security, the
method of soliciting offers and the mechanics of transfer). The liquidity of
Rule 144A securities will also be monitored by AIM and, if as a result of
changed conditions, it is determined that a Rule 144A security is no longer
liquid, the Fund's holdings of illiquid securities will be reviewed to determine
what, if any, action is required to assure that the Fund does not invest more
than 15% of its assets in illiquid securities. Investing in Rule 144A securities
could have the effect of increasing the amount of the Fund's investments in
illiquid securities if qualified institutional buyers are unwilling to purchase
such securities.
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LENDING OF PORTFOLIO SECURITIES
For the purpose of realizing additional income, the Funds may each make
secured loans of portfolio securities amounting to not more than 33-1/3% of its
total assets. Securities loans are made to banks, brokers and other financial
institutions pursuant to agreements requiring that the loans be continuously
secured by collateral at least equal at all times to the value of the securities
lent marked to market on a daily basis. The collateral received will consist of
cash, U.S. Government securities, letters of credit or such other collateral as
may be permitted under the Fund's investment program. While the securities are
being lent, the Fund will continue to receive the equivalent of the interest or
dividends paid by the issuer on the securities, as well as interest on the
investment of the collateral or a fee from the borrower. The Fund has a right to
call each loan and obtain the securities on five business days' notice or, in
connection with securities trading on foreign markets, within such longer period
of time which coincides with the normal settlement period for purchases and
sales of such securities in such foreign markets. The Fund will not have the
right to vote securities while they are being lent, but it will call a loan in
anticipation of any important vote. The risks in lending portfolio securities,
as with other extensions of secured credit, consist of possible delay in
receiving additional collateral in the event the value of the collateral
decreased below the value of the securities loaned or of delay in recovering the
securities loaned or even loss of rights in the collateral should the borrower
of the securities fail financially. Loans will not be made unless, in the
judgment of AIM, the consideration to be earned from such loans would justify
the risk.
REPURCHASE AGREEMENTS
The Funds may each enter into repurchase agreements. A repurchase agreement
is an instrument under which a Fund acquires ownership of a debt security and
the seller (usually a broker or bank) agrees, at the time of the sale, to
repurchase the obligation at a mutually agreed upon time and price, thereby
determining the yield during the Fund's holding period. In the event of
bankruptcy or other default of a seller of a repurchase agreement, the Fund may
experience both delays in liquidating the underlying securities and losses,
including: (a) a possible decline in the value of the underlying security during
the period in which the Fund seeks to enforce its rights thereto; (b) a possible
subnormal level of income and lack of access to income during this period; and
(c) expenses of enforcing its rights. A repurchase agreement is collateralized
by the security acquired by the Fund and its value is marked to market daily in
order to minimize the Fund's risk. Repurchase agreements usually are for short
periods, such as one or two days, but may be entered into for longer periods of
time. Repurchase agreements are not included in each Fund's restrictions on
lending. Repurchase agreements are considered to be loans by each Fund under the
1940 Act.
Charter may enter into repurchase agreements (at any time, up to 50% of its
net assets), using only U.S. Government securities, for the sole purpose of
increasing its yield on idle cash. Charter will not invest in a repurchase
agreement of more than seven days' duration if, as a result of that investment,
the amount of repurchase agreements of more than seven days' duration and other
illiquid assets of Charter would exceed 15% of its assets.
REVERSE REPURCHASE AGREEMENTS
Consistent with Charter's, Demographic Trends', Emerging Growth's, Large
Cap Basic Value's and Mid Cap's policies on borrowings, Charter, Demographic
Trends, Emerging Growth, Large Cap Basic Value and Mid Cap may invest in reverse
repurchase agreements with banks, which involve the sale of securities held by
the Fund, with an agreement that the Fund will repurchase the securities at an
agreed upon price and date. The Funds may employ reverse repurchase agreements
(i) for temporary emergency purposes, such as to meet unanticipated net
redemptions so as to avoid liquidating other portfolio securities during
unfavorable market conditions; (ii) to cover short-term cash requirements
resulting from the timing of trade settlements; or (iii) to take advantage of
market situations where the interest income to be earned from the investment of
the proceeds of the transaction is greater than the interest expense of the
transaction. At the time it enters into a reverse repurchase agreement, a Fund
will segregate liquid securities having a
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dollar value equal to the repurchase price. Reverse repurchase agreements are
considered borrowings by the Fund under the 1940 Act.
SPECIAL SITUATIONS
Although Constellation does not currently intend to do so, it may invest in
"special situations." A special situation arises when, in the opinion of the
Fund's management, the securities of a particular company will, within a
reasonably estimable period of time, be accorded market recognition at an
appreciated value solely by reason of a development applicable to that company,
and regardless of general business conditions or movements of the market as a
whole. Developments creating special situations might include, among others:
liquidations, reorganizations, recapitalizations, mergers, material litigation,
technical breakthroughs, and new management or management policies. Although
large and well-known companies may be involved, special situations more often
involve comparatively small or unseasoned companies. Investments in unseasoned
companies and special situations often involve much greater risk than is
inherent in ordinary investment securities.
SHORT SALES
Although Aggressive Growth, Blue Chip, Constellation, Demographic Trends,
Emerging Growth, Large Cap Basic Value, Large Cap Growth, Mid Cap and
Weingarten do not currently intend to do so, they and Capital Development may
each enter into short sales transactions. None of Aggressive Growth, Blue Chip,
Capital Development, Constellation, Demographic Trends, Emerging Growth, Large
Cap Basic Value, Large Cap Growth, Mid Cap or Weingarten will make short sales
of securities nor maintain a short position unless at all times when a short
position is open, the Fund owns an equal amount of such securities or securities
convertible into or exchangeable for, without payment of any further
consideration, securities of the same issue as, and equal in amount to, the
securities sold short. This is a technique known as selling short "against the
box." Such short sales will be used by each of Aggressive Growth, Blue Chip,
Capital Development, Constellation, Demographic Trends, Emerging Growth, Large
Cap Basic Value, Large Cap Growth, Mid Cap and Weingarten for the purpose of
deferring recognition of gain or loss for federal income tax purposes. In no
event may more than 10% of the value of the respective Fund's net assets (10% of
the value of total assets of Aggressive Growth) be deposited or pledged as
collateral for such sales at any time.
WARRANTS
The Funds may, from time to time, invest in warrants. Warrants are, in
effect, longer-term call options. They give the holder the right to purchase a
given number of shares of a particular company at specified prices within
certain periods of time. The purchaser of a warrant expects that the market
price of the security will exceed the purchase price of the warrant plus the
exercise price of the warrant, thus giving him a profit. Of course, since the
market price may never exceed the exercise price before the expiration date of
the warrant, the purchaser of the warrant risks the loss of the entire purchase
price of the warrant. Warrants generally trade in the open market and may be
sold rather than exercised. Warrants are sometimes sold in unit form with other
securities of an issuer. Units of warrants and common stock may be employed in
financing young, unseasoned companies. The purchase price of a warrant varies
with the exercise price of a warrant, the current market value of the underlying
security, the life of the warrant and various other investment factors.
SECURITIES ISSUED ON A WHEN-ISSUED OR DELAYED DELIVERY BASIS
Each Fund may purchase securities on a "when-issued" basis, that is,
delivery of and payment for the securities is not fixed at the date of purchase,
but is set after the securities are issued (normally within forty-five days
after the date of the transaction). Each Fund also may purchase or sell
securities on a delayed delivery basis. The payment obligation and the interest
rate that will be received on the delayed delivery securities are fixed at the
time the buyer enters into the commitment. A Fund will only make commitments to
purchase when-issued or delayed delivery securities with the intention of
actually acquiring such securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable.
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Investment in securities on a when-issued or delayed delivery basis may
increase a Fund's exposure to market fluctuation and may increase the
possibility that the Fund will incur short-term gains subject to federal
taxation or short-term losses if the Fund must engage in portfolio transactions
in order to honor a when-issued or delayed delivery commitment. In a delayed
delivery transaction, the Fund relies on the other party to complete the
transaction. If the transaction is not completed, the Fund may miss a price or
yield considered to be advantageous. A Fund will employ techniques designed to
reduce such risks. If a Fund purchases a when-issued security, the Fund will
segregate liquid assets in an amount equal to the when-issued commitment. If the
market value of such assets declines, additional cash or securities will be
segregated on a daily basis so that the market value of the segregated assets
will equal the amount of the Fund's when-issued commitments. To the extent cash
and securities are segregated, they will not be available for new investments or
to meet redemptions. Securities purchased on a delayed delivery basis may
require a similar segregation of liquid assets.
INVESTMENT IN UNSEASONED ISSUERS
Charter, Demographic Trends, Emerging Growth, Large Cap Basic Value and Mid
Cap may purchase securities of unseasoned issuers. Securities in such issuers
may provide opportunities for long term capital growth. Greater risks are
associated with investments in securities of unseasoned issuers than in the
securities of more established companies because unseasoned issuers have only a
brief operating history and may have more limited markets and financial
resources. As a result, securities of unseasoned issuers tend to be more
volatile than securities of more established companies.
BORROWING
Each of the Funds may borrow money to a limited extent from banks
(including the Funds' custodian bank) for temporary or emergency purposes. The
Funds (except Blue Chip, Charter, Large Cap Growth and Weingarten) may borrow
amounts from banks provided that no borrowing may exceed one-third of the value
of its total assets, including the proceeds of such borrowing, and may secure
such borrowing by pledging up to one-third of the value of its total assets.
Blue Chip, Charter, Large Cap Growth and Weingarten may each borrow amounts of
up to 10% of their respective total assets and may each pledge amounts of up to
20% of their respective total assets to secure such borrowings. In addition, the
Funds have adopted a non-fundamental policy stating that no Fund will purchase
additional securities when any borrowings from banks exceed 5% of the Fund's
total assets.
In addition to the ability to borrow money for temporary or emergency
purposes, Constellation may, but has no current intention to, borrow money from
banks to purchase or carry securities. Constellation may borrow amounts to
purchase or carry securities only if, immediately after such borrowing, the
value of its assets, including the amount borrowed, less its liabilities, is
equal to at least 300% of the amount borrowed, plus all outstanding borrowings.
Any investment gains made by Constellation with the borrowed monies in excess of
interest paid by the Fund will cause the net asset value of the Fund's shares to
rise faster than would otherwise be the case. On the other hand, if the
investment performance of the additional securities purchased with the proceeds
of such borrowings fails to cover the interest paid on the money borrowed by the
Fund, the net asset value of the Fund will decrease faster than would otherwise
be the case. This speculative factor is known as "leveraging."
EQUITY-LINKED DERIVATIVES
The fund may invest in equity-linked derivative products designed to
replicate the composition and performance of particular indices. Examples of
such products include S&P Depositary Receipts ("SPDRs"), World Equity Benchmark
Series ("WEBs"), NASDAQ 100 tracking shares ("QQQs"), Dow Jones Industrial
Average Instruments ("DIAMONDS") and Optomised Portfolios as Listed Securities
("OPALS"). Investments in equity-linked derivatives involve the same risks
associated with a direct investment in the types of securities included in the
indices such products are designed to track. There can be no assurance that the
trading price of the equity-linked derivatives will equal the underlying value
of the basket of securities purchased to replicate a particular index or that
such basket will replicate the index. Investments in equity-linked derivatives
may constitute investment in other investment companies. See "Investment in
Other Investment Companies."
INVESTMENT IN OTHER INVESTMENT COMPANIES
Each of the Funds may invest in other investment companies to the extent
permitted by the 1940 Act, and rules and regulations thereunder, and if
applicable, exemptive orders granted by the SEC. The following restrictions
apply to investments in other investment companies other than Affiliated Money
Market Funds (defined below): (i) a Fund may not purchase more than 3% of the
total outstanding voting stock of another investment company; (ii) a Fund may
not invest more than 5% of its total assets in securities issued by another
investment company; and (iii) a Fund may not invest more than 10% of its total
assets in securities issued by other investment companies other than Affiliated
Money Market Funds. With respect to a Fund's purchase of shares of another
investment company, including Affiliated Money Market Funds, the Fund will
indirectly bear its proportionate share of the advisory fees and other operating
expenses of such investment company. The Funds have obtained an exemptive order
from the SEC allowing them to invest in money market funds that have AIM or an
affiliate of AIM as an investment advisor (the "Affiliated Money Market Funds"),
provided that investments in Affiliated Money Market Funds do not exceed 25% of
the total assets of such Fund. With respect to a Fund's purchase of shares of
the Affiliated Money Market Funds, the Fund will indirectly pay the advisory
fees and other operating expenses of the Affiliated Money Market Funds.
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<PAGE> 40
TEMPORARY DEFENSIVE INVESTMENTS
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, bonds, or other debt securities. Each of the Funds may also invest
up to 25% of its total assets in Affiliated Money Market Funds for these
purposes. For a description of the various rating categories of corporate bonds
and commercial paper in which the Funds may invest, see the Appendix to this
Statement of Additional Information.
OPTIONS, FUTURES AND CURRENCY STRATEGIES
INTRODUCTION
The Funds may each use forward contracts, futures contracts, options on
securities, options on indices, options on currencies, and options on futures
contracts to attempt to hedge against the overall level of investment and
currency risk normally associated with each Fund's investments. These
instruments are often referred to as "derivatives," which may be defined as
financial instruments whose performance is derived, at least in part, from the
performance of another asset (such as a security, currency or an index of
securities).
GENERAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES
The use by the Funds of options, futures contracts and forward currency
contracts involves special considerations and risks, as described below. Risks
pertaining to particular strategies are described in the sections that follow.
(1) Successful use of hedging transactions depends upon AIM's ability to
correctly predict the direction of changes in the value of the applicable
markets and securities, contracts and/or currencies. While AIM is experienced in
the use of these instruments, there can be no assurance that any particular
hedging strategy will succeed.
(2) There might be imperfect correlation, or even no correlation, between
the price movements of an instrument (such as an option contract) and the price
movements of the investments being hedged. For example, if a "protective put" is
used to hedge a potential decline in a security and the security does decline in
price, the put option's increased value may not completely offset the loss in
the underlying security. Such a lack of correlation might occur due to factors
unrelated to the value of the investments being hedged, such as changing
interest rates, market liquidity, and speculative or other pressures on the
markets in which the hedging instrument is traded.
(3) Hedging strategies, if successful, can reduce risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged investments.
(4) There is no assurance that a liquid secondary market will exist for any
particular option, futures contract, forward contract or option thereon at any
particular time.
(5) As described below, a Fund might be required to maintain assets as
"cover," maintain segregated accounts or make margin payments when it takes
positions in instruments involving obligations to third parties. If a Fund were
unable to close out its positions in such instruments, it might be required to
continue to maintain such assets or accounts or make such payments until the
position expired or matured. The requirements might impair the Fund's ability to
sell a portfolio security or make an investment at a time when it would
otherwise be favorable to do so, or require that the Fund sell a portfolio
security at a disadvantageous time.
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(6) There is no assurance that a Fund will use hedging transactions. For
example, if a Fund determines that the cost of hedging will exceed the potential
benefit to the Fund, the Fund will not enter into such transaction.
COVER
Transactions using forward contracts, futures contracts and options (other
than options purchased by a Fund) expose a Fund to an obligation to another
party. A Fund will not enter into any such transactions unless it owns either
(1) an offsetting ("covered") position in securities, currencies, or other
options, forward contracts or futures contracts or (2) cash, liquid assets
and/or short-term debt securities with a value sufficient at all times to cover
its potential obligations not covered as provided in (1) above. Each Fund will
comply with SEC guidelines regarding cover for these instruments and, if the
guidelines so require, set aside cash or liquid securities. To the extent that a
futures contract, forward contract or option is deemed to be illiquid, the
assets used to "cover" the Fund's obligation will also be treated as illiquid
for purposes of determining the Fund's maximum allowable investment in illiquid
securities.
Even though options purchased by the Funds do not expose the Funds to an
obligation to another party, but rather provide the Funds with a right to
exercise, the Funds intend to "cover" the cost of any such exercise. To the
extent that a purchased option is deemed illiquid, the Fund will treat the
market value of the option (i.e., the amount at risk to the Fund) as illiquid,
but will not treat the assets used as cover on such transactions as illiquid.
Assets used as cover cannot be sold while the position in the corresponding
forward contract, futures contract or option is open, unless they are replaced
with other appropriate assets. If a large portion of a Fund's assets is used for
cover or otherwise set aside, it could affect portfolio management or the Fund's
ability to meet redemption requests or other current obligations.
WRITING CALL OPTIONS
Each of the Funds may write (sell) covered call options on securities,
futures contracts, forward contracts, indices and currencies. As the writer of a
call option, a Fund would have the obligation to deliver the underlying
security, cash or currency (depending on the type of derivative) to the holder
(buyer) at a specified price (the exercise price) at any time until (American
style) or on (European style) a certain date (the expiration date). So long as
the obligation of a Fund continues, it may be assigned an exercise notice,
requiring it to deliver the underlying security, cash or currency against
payment of the exercise price. This obligation terminates upon the expiration of
the call option, or such earlier time at which a Fund effects a closing purchase
transaction by purchasing an option identical to that previously sold.
When writing a call option a Fund, in return for the premium, gives up the
opportunity for profit from a price increase in the underlying security,
contract or currency above the exercise price, and retains the risk of loss
should the price of the security, contract or currency decline. Unlike one who
owns securities, contracts or currencies not subject to an option, a Fund has no
control over when it may be required to sell the underlying securities,
contracts or currencies, since most options may be exercised at any time prior
to the option's expiration. If a call option that a Fund has written expires, it
will realize a gain in the amount of the premium; however, such gain may be
offset by a decline in the market value of the underlying security, contract or
currency during the option period. If the call option is exercised, a Fund will
realize a gain or loss from the sale of the underlying security, contract or
currency, which will be increased or offset by the premium received.
Writing call options can serve as a limited hedge because declines in the
value of the hedged investment would be offset to the extent of the premium
received for writing the option.
Closing transactions may be effected in order to realize a profit on an
outstanding call option, to prevent an underlying security, contract or currency
from being called or to permit the sale of the
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underlying security, contract or currency. Furthermore, effecting a closing
transaction will permit a Fund to write another call option on the underlying
security, contract or currency with either a different exercise price or
expiration date, or both.
WRITING PUT OPTIONS
Each of the Funds may write (sell) covered put options on securities,
futures contracts, forward contracts, indices and currencies. As the writer of a
put option, a Fund would have the obligation to buy the underlying security,
contract or currency (depending on the type of derivative) at the exercise price
at any time until (American style) or on (European style) the expiration date.
This obligation terminates upon the expiration of the put option, or such
earlier time at which a Fund effects a closing purchase transaction by
purchasing an option identical to that previously sold.
A Fund would write a put option at an exercise price that, reduced by the
premium received on the option, reflects the lower price it is willing to pay
for the underlying security, contract or currency. The risk in such a
transaction would be that the market price of the underlying security, contract
or currency would decline below the exercise price less the premium received.
PURCHASING PUT OPTIONS
Each of the Funds may purchase covered put options on securities, futures
contracts, forward contracts, indices and currencies. As the holder of a put
option, a Fund would have the right to sell the underlying security, contract or
currency at the exercise price at any time until (American style) or on
(European style) the expiration date. A Fund may enter into closing sale
transactions with respect to such options, exercise such option or permit such
option to expire.
A Fund may purchase a put option on an underlying security, contract or
currency ("protective put") owned by the Fund in order to protect against an
anticipated decline in the value of the security, contract or currency. Such
hedge protection is provided only during the life of the put option. The premium
paid for the put option and any transaction costs would reduce any profit
realized when the security, contract or currency is delivered upon exercise of
said option. Conversely, if the underlying security, contract or currency does
not decline in value, the option may expire worthless and the premium paid for
the protective put would be lost.
A Fund may also purchase put options on underlying securities, contracts or
currencies against which it has written other put options. For example, where a
Fund has written a "put option" on an underlying security, rather than entering
a closing transaction of the written option, it may purchase a put option with a
different exercise price and/or expiration date that would eliminate some or all
of the risk associated with the written put. Used in combinations, these
strategies are commonly referred to as put spreads. Likewise, a Fund may write
call options on underlying securities, contracts or currencies against which it
has purchased protective put options. This strategy is commonly referred to as a
"collar".
PURCHASING CALL OPTIONS
Each of the Funds may purchase covered call options on securities, futures
contracts, forward contracts, indices and currencies. As the holder of a call
option, a Fund would have the right to purchase the underlying security,
contract or currency at the exercise price at any time until (American style) or
on (European style) the expiration date. A Fund may enter into closing sale
transactions with respect to such options, exercise such options or permit such
options to expire.
Call options may be purchased by a Fund for the purpose of acquiring the
underlying security, contract or currency for its portfolio. Utilized in this
fashion, the purchase of call options would enable a Fund to acquire the
security, contract or currency at the exercise price of the call option plus the
premium paid. So long as it holds such a call option, rather than the underlying
security or currency itself, the Fund is partially protected from any unexpected
decline in the market price of the underlying security, contract
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<PAGE> 43
or currency and, in such event, could allow the call option to expire, incurring
a loss only to the extent of the premium paid for the option.
Each of the Funds may also purchase call options on underlying securities,
contracts or currencies against which it has written other call options. For
example, where a Fund has written a call option on an underlying security,
rather than entering a closing transaction of the written option, it may
purchase a call option with a different exercise price and/or expiration date
that would eliminate some or all of the risk associated with the written call.
Used in combinations, these strategies are commonly referred to as "call
spreads."
OVER-THE-COUNTER OPTIONS
Options may be either listed on an exchange or traded in over-the-counter
("OTC") markets. Listed options are third-party contracts (i.e., performance of
the obligations of the purchaser and seller is guaranteed by the exchange or
clearing corporation) and have standardized strike prices and expiration dates.
OTC options are two-party contracts with negotiated strike prices and expiration
dates. A Fund will not purchase an OTC option unless it believes that daily
valuations for such options are readily obtainable. OTC options differ from
exchange-traded options in that OTC options are transacted with dealers directly
and not through a clearing corporation (which guarantees performance).
Consequently, there is a risk of non-performance by the dealer. Since no
exchange is involved, OTC options are valued on the basis of an average of the
last bid prices obtained from dealers, unless a quotation from only one dealer
is available, in which case only that dealer's price will be used. In the case
of OTC options, there can be no assurance that a liquid secondary market will
exist for any particular option at any specific time. Although a Fund will enter
into OTC options only with dealers that are expected to be capable of entering
into closing transactions with it, there is no assurance that the Fund will in
fact be able to close out an OTC option position at a favorable price prior to
expiration. In the event of insolvency of the dealer, a Fund might be unable to
close out an OTC option position at any time prior to its expiration.
The staff of the SEC considers purchased OTC options (i.e., the market
value of the option) to be illiquid securities. A Fund may also sell OTC options
and, in connection therewith, segregate assets or cover its obligations with
respect to OTC options written by it. The assets used as cover for OTC options
written by the Fund will be considered illiquid unless the OTC options are sold
to qualified dealers who agree that the Fund may repurchase any OTC option it
writes at a maximum price to be calculated by a formula set forth in the option
agreement. The cover for an OTC option written subject to this procedure would
be considered illiquid only to the extent that the maximum repurchase price
under the formula exceeds the intrinsic value of the option.
INDEX OPTIONS
Puts and calls on indices are similar to puts and calls on securities or
futures contracts except that all settlements are in cash and gain or loss
depends on changes in the index in question (and thus on price movements in the
securities market or a particular market sector generally) rather than on price
movements in individual securities or futures contracts. The amount of cash is
equal to the difference between the closing price of the index and the exercise
price of the call or put times a specified multiple (the "multiplier"), which
determines the total dollar value for each point of such difference.
The risks of investment in index options may be greater than options on
securities. Because index options are settled in cash, when a Fund writes a call
on an index it cannot provide in advance for its potential settlement
obligations by acquiring and holding the underlying securities. A Fund can
offset some of the risk of writing a call index option position by holding a
diversified portfolio of securities similar to those on which the underlying
index is based. However, a Fund cannot, as a practical matter, acquire and hold
a portfolio containing exactly the same securities as underlie the index and, as
a result, bears a risk that the value of the securities held will not be
perfectly correlated with the value of the index.
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LIMITATIONS ON OPTIONS
A Fund will not write options if, immediately after such sale, the
aggregate value of securities or obligations underlying the outstanding options
exceeds 20% of the Fund's total assets. A Fund will not purchase options if, at
any time of the investment, the aggregate premiums paid for the options will
exceed 5% of the Fund's total assets.
INTEREST RATE, CURRENCY AND STOCK INDEX FUTURES CONTRACTS
Each of the Funds may enter into interest rate, currency or stock index
futures contracts (collectively, "Futures" or "Futures Contracts") as a hedge
against changes in prevailing levels of interest rates, currency exchange rates
or stock price levels, respectively, in order to establish more definitely the
effective return on securities or currencies held or intended to be acquired by
it. A Fund's hedging may include sales of Futures as an offset against the
effect of expected increases in interest rates, and decreases in currency
exchange rates and stock prices, and purchases of Futures as an offset against
the effect of expected declines in interest rates, and increases in currency
exchange rates or stock prices.
A Futures Contract is a two party agreement to buy or sell a specified
amount of a specified security or currency (or delivery of a cash settlement
price, in the case of an index future) for a specified price at a designated
date, time and place. A stock index future provides for the delivery, at a
designated date, time and place, of an amount of cash equal to a specified
dollar amount times the difference between the stock index value at the close of
trading on the contract and the price agreed upon in the Futures Contract; no
physical delivery of stocks comprising the index is made. Brokerage fees are
incurred when a Futures Contract is bought or sold, and margin deposits must be
maintained at all times the Future is outstanding.
The Funds will only enter into Futures Contracts that are traded (either
domestically or internationally) on futures exchanges and are standardized as to
maturity date and underlying financial instrument. Futures exchanges and trading
thereon in the United States are regulated under the Commodity Exchange Act and
by the Commodity Futures Trading Commission ("CFTC"). Foreign futures exchanges
and trading thereon are not regulated by the CFTC and are not subject to the
same regulatory controls. For a further discussion of the risks associated with
investments in foreign securities, see "Foreign Securities" in this Statement of
Additional Information.
Closing out an open Future is effected by entering into an offsetting
Future for the same aggregate amount of the identical financial instrument or
currency and the same delivery date. There can be no assurance, however, that a
Fund will be able to enter into an offsetting transaction with respect to a
particular Future at a particular time. If a Fund is not able to enter into an
offsetting transaction, it will continue to be required to maintain the margin
deposits on the Future.
A Fund's Futures transactions will be entered into for hedging purposes
only; that is, Futures will be sold to protect against a decline in the price of
securities or currencies that the Fund owns, or Futures will be purchased to
protect the Fund against an increase in the price of securities or currencies it
has committed to purchase or expects to purchase.
"Margin" with respect to Futures is the amount of funds that must be
deposited by a Fund in order to initiate Futures trading and maintain its open
positions in Futures. A margin deposit made when the Futures Contract is entered
("initial margin") is intended to ensure the Fund's performance under the
Futures Contract. The margin required for a particular Future is set by the
exchange on which the Future is traded and may be significantly modified from
time to time by the exchange during the term of the Futures Contract.
Subsequent payments, called "variation margin," to and from the futures
commission merchant through which a Fund entered into the Futures Contract will
be made on a daily basis as the price of the underlying security, currency or
index fluctuates making the Futures more or less valuable, a process known as
marking-to-market.
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If a Fund were unable to liquidate a Future or an option on a Futures
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position. In addition, except in the
case of purchased options, the Fund would continue to be required to make daily
variation margin payments and might be required to maintain the position being
hedged by the Future or option or to maintain cash or securities in a segregated
account.
OPTIONS ON FUTURES CONTRACTS
Options on Futures Contracts are similar to options on securities or
currencies except that options on Futures Contracts give the purchaser the
right, in return for the premium paid, to assume a position in a Futures
Contract (a long position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during the period of
the option. Upon exercise of the option, the delivery of the Futures position by
the writer of the option to the holder of the option will be accompanied by
delivery of the accumulated balance in the writer's Futures margin account.
FORWARD CONTRACTS
A forward contract is an obligation, usually arranged with a commercial
bank or other currency dealer, to purchase or sell a currency against another
currency at a future date and price as agreed upon by the parties. A Fund either
may accept or make delivery of the currency at the maturity of the forward
contract. A Fund may also, if its contra party agrees prior to maturity, enter
into a closing transaction involving the purchase or sale of an offsetting
contract. Forward contracts are traded over-the-counter, and not on organized
commodities or securities exchanges. As a result, it may be more difficult to
value such contracts, and it may be difficult to enter into closing
transactions.
Each of the Funds may engage in forward currency transactions in
anticipation of, or to protect itself against, fluctuations in exchange rates. A
Fund may enter into forward contracts with respect to a specific purchase or
sale of a security, or with respect to its portfolio positions generally. When a
Fund purchases a security denominated in a foreign currency for settlement in
the near future, it may immediately purchase in the forward market the currency
needed to pay for and settle the purchase. By entering into a forward contract
with respect to the specific purchase or sale of a security denominated in a
foreign currency, the Fund can secure an exchange rate between the trade and
settlement dates for that purchase or sale transaction. This practice is
sometimes referred to as "transaction hedging." Position hedging is the purchase
or sale of foreign currency with respect to portfolio security positions
denominated or quoted in a foreign currency.
The cost to a Fund of engaging in forward contracts varies with factors
such as the currencies involved, the length of the contract period and the
market conditions then prevailing. Because forward contracts are usually entered
into on a principal basis, no fees or commissions are involved. The use of
forward contracts does not eliminate fluctuations in the prices of the
underlying securities a Fund owns or intends to acquire, but it does establish a
rate of exchange in advance. In addition, while forward contract sales limit the
risk of loss due to a decline in the value of the hedged currencies, they also
limit any potential gain that might result should the value of the currencies
increase.
LIMITATIONS ON USE OF FUTURES, OPTIONS ON FUTURES AND CERTAIN OPTIONS ON
CURRENCIES
To the extent that a Fund enters into Futures Contracts, options on Futures
Contracts and options on foreign currencies traded on a CFTC-regulated exchange,
in each case other than for bona fide hedging purposes (as defined by the CFTC),
the aggregate initial margin and premiums required to establish those positions
(excluding the amount by which options are "in-the-money") will not exceed 5% of
the total assets of the Fund, after taking into account unrealized profits and
unrealized losses on any contracts it has entered into. This guideline may be
modified by the Board, without a shareholder vote. This limitation does not
limit the percentage of the Fund's assets at risk to 5%.
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<PAGE> 46
INVESTMENT RESTRICTIONS
The following fundamental policies and investment restrictions have been
adopted by each Fund as indicated and, except as noted, such policies cannot be
changed without the approval of a majority of the outstanding voting securities
of the Fund, as defined in the 1940 Act.
AGGRESSIVE GROWTH
Aggressive Growth may not:
(a) with respect to 75% of the total assets of the Fund, purchase the
securities of any issuer if such purchase would cause more than 5% of the value
of its assets to be invested in the securities of such issuer (except U.S.
Government securities including securities issued by its agencies and
instrumentalities and except that the Fund may purchase securities of other
investment companies to the extent permitted by applicable law or exemptive
order);
(b) concentrate 25% or more of its investments in a particular industry;
(c) make short sales of securities (unless at all times when a short
position is open it either owns an amount of such securities or owns securities
which, without payment of any further consideration, are convertible into or
exchangeable for securities of the same issue as, and equal in amount to, the
securities sold short, and unless not more than 10% of the Fund's total assets
(taken at current value) is held for such sales at any one time) or purchase
securities on margin, but it may obtain such short-term credit as is necessary
for the clearance of purchases and sales of securities and may make margin
payments in connection with transactions in stock index futures contracts and
options thereon;
(d) act as a securities underwriter under the 1933 Act;
(e) make loans, except (i) through the purchase of a portion of an issue of
bonds or other obligations of types commonly offered publicly and purchased by
financial institutions, and (ii) through the purchase of short-term obligations
(maturing within a year), including repurchase agreements, provided that the
Fund may lend its portfolio securities provided the value of such loaned
securities does not exceed 33-1/3% of its total assets;
(f) borrow, except that the Fund may enter into stock index futures
contracts and that the right is reserved to borrow from banks, provided that no
borrowing may exceed one-third of the value of its total assets (including the
proceeds of such borrowing) and may secure such borrowings by pledging up to
one-third of the value of its total assets. (For the purposes of this
restriction, neither collateral arrangements with respect to margin for a stock
index futures contracts nor the segregation of securities in connection with
short sales are deemed to be a pledge of assets); or
(g) buy or sell commodities, commodity contracts or real estate.
Aggressive Growth does not intend (a) to invest for the purposes of
influencing management or exercising control; or (b) to purchase additional
securities when any borrowings from banks exceed 5% of the Fund's total assets.
The investment policies stated in this paragraph are not fundamental policies of
the Funds and may be changed by the Board of Directors of the Company without
shareholder approval. Shareholders will be notified before any material change
in the investment policies stated above become effective.
Except for the borrowing policy, if a percentage restriction is adhered to
at the time of investment, a later change in the percentage of such investment
held by a Fund resulting solely from changes in values or assets will not be
considered to be a violation of the restriction.
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<PAGE> 47
BLUE CHIP
Blue Chip may not:
(a) issue bonds, debentures or senior equity securities;
(b)concentrate its investments; that is, invest 25% or more of the value of
its assets in issuers which conduct their business operations in the same
industry;
(c) invest in real estate, except that this restriction does not preclude
investments in real estate investment trusts;
(d) write, purchase, or sell puts, calls, straddles, spreads or
combinations thereof (other than covered put and call options), or sell
securities short (except against the box collateralized by not more than 10% of
its net assets) or deal in commodities;
(e) make loans, except that the purchase of a portion of an issue of
publicly distributed bonds, debentures or other debt securities, or purchasing
short-term obligations, is not considered to be a loan for purposes of this
restriction, provided that the Fund may lend its portfolio securities provided
the value of such loaned securities does not exceed 33-1/3% of its total assets;
(f) purchase securities on margin, except that the Fund may obtain such
short term credits as may be necessary for the clearance of purchases or sales
of securities;
(g) borrow money or pledge its assets except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) amounts of up
to 10% of the value of its total assets, and may pledge amounts of up to 20% of
its total assets to secure such borrowings; or
(h) act as an underwriter of securities of other issuers.
In addition, Blue Chip may not (a) with respect to 75% of the Fund's total
assets, invest more than 5% of the total assets of the Fund (valued at market)
in securities of any one issuer (other than obligations of the U.S. Government
and its instrumentalities) or purchase more than 10% of the outstanding
securities of any one issuer or more than 10% of any class of securities of an
issuer, except that the Fund may purchase securities of Affiliated Money Market
Funds to the extent permitted by exemptive order; or (b) purchase additional
securities when any borrowings from banks exceed 5% of the Fund's total assets.
These additional restrictions are not fundamental, and may be changed by the
Board of Directors of the Company without shareholder approval.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
CAPITAL DEVELOPMENT
Capital Development may not:
(a) with respect to 75% of the total assets of the Fund, purchase the
securities of any one issuer (except securities issued or guaranteed by the U.S.
Government) if, immediately after and as a result of such purchase, (i) the
value of the holdings of the Fund in the securities of such issuer exceeds 5% of
the value of the Fund's total assets, or (ii) the Fund owns more than 10% of the
outstanding voting securities of any one class of securities of such issuer,
except that the Fund may purchase securities of other investment companies to
the extent permitted by applicable law or exemptive order;
(b) concentrate its investments; that is, invest 25% or more of the value
of its total assets in issuers who conduct their business operations in the same
industry;
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<PAGE> 48
(c) buy or sell commodities or commodity contracts or purchase or sell real
estate or other interests in real estate including real estate limited
partnership interests, except that this restriction does not preclude
investments in marketable securities of companies engaged in real estate
activities or in master limited partnership interests that are traded on a
national securities exchange;
(d) make loans, except that the purchase of a portion of an issue of
publicly distributed bonds, debentures or other debt securities, or purchasing
short-term obligations, is not considered to be a loan for purposes of this
restriction, provided that the Fund may lend its portfolio securities provided
the value of such loaned securities does not exceed 33-1/3% of its total assets;
(e) purchase securities on margin, except that the Fund may obtain such
short term credits as may be necessary for the clearance of purchases or sales
of securities, or sell securities short (except against the box and
collateralized by not more than 10% of its net assets);
(f) borrow money or pledge its assets except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) provided that
no borrowing may exceed one-third of the value of its total assets, including
the proceeds of such borrowings, and may secure such borrowings by pledging up
to one-third of the value of its total assets;
(g) act as an underwriter of securities of other issuers; or
(h) issue bonds, debentures, or senior equity securities.
In addition, Capital Development may not purchase additional securities
when any borrowings from banks exceed 5% of the Fund's total assets. This
additional restriction is not fundamental, and may be changed by the Board of
Directors of the Company without shareholder approval.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
CHARTER
Charter may not:
(a) purchase the securities of any one issuer (except securities issued or
guaranteed by the U.S. Government) if, immediately after and as a result of such
purchase, (i) the value of the holdings of the Fund in the securities of such
issuer exceeds 5% of the value of the Fund's total assets, or (ii) the Fund owns
more than 10% of the outstanding voting securities of any one class of
securities of such issuers, except that the Fund may purchase securities of
other investment companies to the extent permitted by applicable law or
exemptive order.
(b) concentrate its investments; that is, invest 25% or more of the value
of its assets in any particular industry;
(c) purchase or sell real estate or other interests in real estate (except
that this restriction does not preclude investments in marketable securities of
companies engaged in real estate activities);
(d) buy or sell physical commodities or physical commodity contracts,
including physical commodities futures contracts, or deal in oil, gas, or other
mineral exploration or development programs;
(e) make loans (except that the purchase of a portion of an issue of
publicly distributed bonds, debentures or other debt securities, or entering
into a repurchase agreement, is not considered to be a loan for purposes of this
restriction), provided that the Fund may lend its portfolio securities provided
the value of such loaned securities does not exceed 33-1/3% of its total assets;
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<PAGE> 49
(f) purchase securities on margin or sell short;
(g) borrow money or pledge its assets except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) amounts of up
to 10% of the value of its total assets, and may pledge amounts of up to 20% of
its total assets to secure such borrowings;
(h) invest in companies for the purpose of exercising control or
management, except that the Fund may purchase securities of other investment
companies to the extent permitted by applicable law or exemptive order;
(i) act as an underwriter of securities of other issuers;
(j) purchase from or sell to any officer, director or employee of the Fund,
or its advisors or distributor, or to any of their officers or directors, any
securities other than shares of the capital stock of Charter; or
(k) purchase or retain the securities of any issuer if those officers and
directors of the Company, its advisors or distributor owning individually more
than 1/2 of 1% of the securities of such issuer, together own more than 5% of
the securities of such issuer.
In addition, Charter may not (a) issue senior securities, except to the
extent permitted by applicable law or exemptive order, or (b) purchase
additional securities when any borrowings from banks exceed 5% of the Fund's
total assets. These restrictions are not fundamental and may be changed by the
Board of Directors of the Company without shareholder approval.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
CONSTELLATION
Constellation may not:
(a) invest for the purpose of exercising control over or management of any
company, except that the Fund may purchase securities of other investment
companies to the extent permitted by applicable law or exemptive order;
(b) engage in the underwriting of securities of other issuers;
(c) purchase and sell real estate or commodities or commodity contracts;
(d) make loans, except by the purchase of a portion of an issue of publicly
distributed bonds, debentures or other obligations, provided that the Fund may
lend its portfolio securities provided the value of such loaned securities does
not exceed 33-1/3% of its total assets;
(e) invest in interests in oil, gas or other mineral exploration or
development programs; or
(f) invest 25% or more of the value of its total assets in securities of
issuers all of which conduct their principal business activities in the same
industry.
In addition, Constellation may borrow money to a limited extent from banks
(including the Fund's custodian bank) for temporary or emergency purposes or to
purchase or carry securities. The Fund may borrow funds from a bank (including
its custodian bank) to purchase or carry securities only if, immediately after
such borrowing, the value of the Fund's assets, including the amount borrowed,
less its liabilities, is equal to at least 300% of the amount borrowed, plus all
outstanding borrowings. For the
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<PAGE> 50
purpose of determining this 300% asset coverage requirement, the Fund's
liabilities will not include the amount borrowed but will include the market
value, at the time of computation, of all securities borrowed by the Fund in
connection with short sales. The amount of borrowing will also be limited by the
applicable margin limitations imposed by the Federal Reserve Board. If at any
time the value of the Fund's assets should fail to meet the 300% asset coverage
requirement, the Fund will, within three days, reduce its borrowings to the
extent necessary. The Fund may be required to eliminate partially or totally its
outstanding borrowings at times when it may not be desirable for it to do so.
Any investment gains made by the Fund with the borrowed monies in excess of
interest paid by the Fund will cause the net asset value of the Fund's shares to
rise faster than would otherwise be the case. On the other hand, if the
investment performance of the additional securities purchased with the proceeds
of such borrowings fails to cover the interest paid on the money borrowed by the
Fund, the net asset value of the Fund will decrease faster than would otherwise
be the case. This speculative factor is known as "leveraging."
The Board of Directors of the Company has also adopted the following
limitations which are not matters of fundamental policy of Constellation and
which may be changed without shareholder approval:
(a) the Fund may not issue senior securities, except to the extent
permitted by applicable law or exemptive order; or
(b) the Fund may not purchase additional securities when any borrowings
from banks exceed 5% of the Fund's total assets.
Except for the borrowing policy, if a percentage restriction is adhered to
at the time of investment, a later change in the percentage of such investment
held by a Fund resulting solely from changes in values or assets, will not be
considered to be a violation of the restriction.
DEMOGRAPHIC TRENDS
Demographic Trends is subject to the following investment restrictions,
which may be changed only by a vote of a majority of the Fund's outstanding
shares:
(a) the Fund is a "diversified company" as defined in the 1940 Act. The
Fund will not purchase the securities of any issuer if, as a result, the Fund
would fail to be a diversified company within the meaning of the 1940 Act, and
the rules and regulations promulgated thereunder, as such statute, rules and
regulations are amended from time to time or are interpreted from time to time
by the SEC staff (collectively, the "1940 Act Laws and Interpretations") or to
the extent that the Fund may be permitted to do so by exemptive order or similar
relief (collectively, with the 1940 Act Laws and Interpretations, the "1940 Act
Laws, Interpretations and Exemptions"). In complying with this restriction,
however, the Fund may purchase securities of other investment companies to the
extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
(b) the Fund may not borrow money, except as permitted by the 1940 Act
Laws, Interpretations and Exemptions.
(c) the Fund may not issue senior securities, except as may be permitted by
the 1940 Act Laws, Interpretations and Exemptions.
(d) the Fund may not underwrite the securities of other issuers. This
restriction does not prevent the Fund from engaging in transactions involving
the acquisition, disposition or resale of its portfolio securities, regardless
of whether the Fund may be considered to be an underwriter under the Securities
Act of 1933.
(e) the Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940 Act Laws,
Interpretations and Exemptions) of its investments in the securities of issuers
primarily engaged in the same industry. This restriction does not limit the
Fund's investments in (i) obligations issued or guaranteed by the U.S.
government, its agencies or
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<PAGE> 51
instrumentalities, or (ii) tax-exempt obligations issued by governments or
political subdivisions of governments. In complying with this restriction, the
Fund will not consider a bank-issued guaranty or financial guaranty insurance as
a separate security.
(f) the Fund may not purchase real estate or sell real estate unless
acquired as a result of ownership of securities or other instruments. This
restriction does not prevent the Fund from investing in issuers that invest,
deal, or otherwise engage in transactions in real estate or interests therein,
or investing in securities that are secured by real estate or interests therein.
(g) the Fund may not purchase physical commodities or sell physical
commodities unless acquired as a result of ownership of securities or other
instruments. This restriction does not prevent the Fund from engaging in
transactions such as futures, contracts and options thereon or investing in
securities that are secured by physical commodities.
(h) the Fund may not make personal loans or loans to persons who control or
are under the common control of the Fund, except to the extent permitted by 1940
Act Laws, Interpretations and Exemptions. This restriction does not prevent the
Fund from purchasing debt obligations, entering into repurchase agreements,
loaning its assets to broker-dealers or institutional investors, or investing in
loans, including assignments and participation interests.
(i) the Fund may, notwithstanding any other fundamental investment policy
or restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and restrictions as the Fund.
The investment restrictions set forth above provide Demographic Trends with
the ability to operate under new interpretations of the 1940 Act or pursuant to
exemptive relief from the SEC without receiving prior shareholder approval of
the change. Even though Demographic Trends has this flexibility, the Board of
Directors of the Company has adopted internal guidelines for the Fund relating
to certain of these restrictions which the adviser must follow in managing the
Fund. Any changes to these guidelines, which are set forth below, require the
approval of the Board of Directors.
1. In complying with the diversification restriction set forth in (a),
the Fund will not, with respect to 75% of its total assets, purchase
the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities), if, as a result, (i) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or
(ii) the fund would hold more than 10% of the outstanding voting
securities of that issuer. The fund may (i) purchase securities of
other investment companies as permitted by Section 12(d)(1) of the
1940 Act and (ii) invest its assets in securities of other money
market funds and lend money to other investment companies and their
series portfolios that have AIM as an investment adviser, subject to
the terms and conditions of any exemptive orders issued by the SEC.
2. In complying with the borrowing restriction set forth in (b), the Fund
may borrow money in an amount not exceeding 33 1/3% of its total
assets (including the amount borrowed) less liabilities (other than
borrowings). The Fund may borrow from banks, broker/dealers or other
investment companies or their series portfolios that have AIM or an
affiliate of AIM as an investment adviser (an "AIM Fund"). The Fund
may not borrow for leveraging, but may borrow for temporary or
emergency purposes, in anticipation of or in response to adverse
market conditions, or for cash management purposes. The Fund may not
purchase additional securities when any borrowings from banks exceed
5% of the Fund's total assets.
3. In complying with the concentration restriction set forth in (e)
above, the Fund may invest up to 25% of its total assets in the
securities of issuers whose principal business activities are in the
same industry.
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<PAGE> 52
4. In complying with the lending restrictions set forth in (h) above, the
Fund may lend up to 33 1/3% of its total assets and may lend money
to another AIM Fund, on such terms and conditions as the SEC may
require in an exemptive order.
5. Notwithstanding the restriction set forth in (i) above, the Fund may
not invest all of its assets in the securities of a single open-end
management investment company with the same fundamental investment
objectives, policies and limitations as the Fund.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
EMERGING GROWTH
Emerging Growth is subject to the following investment restrictions, which
may be changed only by a vote of a majority of the Fund's outstanding shares:
(a) the Fund may not borrow money or issue senior securities, except as
permitted by the 1940 Act, and the rules and regulations promulgated
thereunder, as such statute, rules and regulations are amended from time to
time or are interpreted from time to time by the SEC staff (collectively, the
"1940 Act Laws and Interpretations") or to the extent that the Fund may be
permitted to do so by exemptive order or similar relief (collectively, with the
1940 Act Laws and Interpretations, the "1940 Act Laws, Interpretations and
Exemptions").
(b) the Fund may not underwrite the securities of other issuers. This
restriction does not prevent the Fund from engaging in transactions involving
the acquisition, disposition or resale of its portfolio securities, regardless
of whether the Fund may be considered to be an underwriter under the Securities
Act of 1933.
(c) the Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940 Act Laws,
Interpretations and Exemptions) of its investments in the securities of issuers
primarily engaged in the same industry.
(d) the Fund may not purchase real estate or sell real estate unless
acquired as a result of ownership of securities or other instruments. This
restriction does not prevent the Fund from investing in issuers that invest,
deal, or otherwise engage in transactions in real estate or interests therein,
or investing in securities that are secured by real estate or interests
therein.
(e) the Fund may not purchase physical commodities or sell physical
commodities unless acquired as a result of ownership of securities or other
instruments. This restriction does not prevent the Fund from engaging in
transactions such as futures, contracts and options thereon or investing in
securities that are secured by physical commodities.
(f) the Fund may not make personal loans or loans of their assets to
persons who control or are under the common control of the Fund, except to the
extent permitted by 1940 Act Laws, Interpretations and Exemptions. This
restriction does not prevent the Fund from, among other things, purchasing debt
obligations, entering into repurchase agreements, loaning its assets to
broker-dealers or institutional investors, or investing in loans, including
assignments and participation interests.
(g) the Fund may, notwithstanding any other fundamental investment policy
or restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objectives, policies and restrictions as the Fund.
The investment restrictions set forth above provide Emerging Growth with
the ability to operate under new interpretations of the 1940 Act or pursuant to
exemptive relief from the SEC without receiving prior shareholder approval of
the change. Even though Emerging Growth has this flexibility, the Board of
Directors of the Company has adopted internal guidelines for the Fund relating
to certain of these restrictions which the adviser must follow in managing the
Fund. Any changes to these guidelines, which are set forth below, require the
approval of the Board of Directors.
1. In complying with the borrowing restriction set forth in (a), the Fund
may borrow money in an amount not exceeding 33 1/3% of its total assets
(including the amount borrowed) less liabilities (other than
borrowings). The Fund may borrow from banks, broker/dealers or other
investment companies or their series portfolios that have AIM or an
affiliate of AIM as an investment adviser (an "AIM Fund"). The Fund may
not borrow for leveraging, but may borrow for temporary or emergency
purposes, in anticipation of or in response to adverse market
conditions, or for cash management purposes. The Fund may not purchase
additional securities when any borrowings from banks exceed 5% of the
Fund's total assets.
2. In complying with the concentration restriction set forth in (c) above,
the Fund may invest up to 25% of its total assets in the securities of
issuers whose principal business activities are in the same industry.
This restriction does not limit the Fund's investments in (i)
obligations issued or guaranteed by the U.S. government, its agencies
or instrumentalities, (ii) tax-exempt obligations issued by governments
or political subdivisions of governments, or (iii) Affiliated Money
Market Funds. In complying with this restriction, the Fund will not
consider a bank-issued guaranty or financial guaranty insurance as a
separate security.
3. In complying with the lending restrictions set forth in (f) above, the
Fund may lend up to 33 1/3% of its total assets and may lend money to
another AIM Fund, on such terms and conditions as the SEC may require
in an exemptive order.
4. Notwithstanding the restriction set forth in (g) above, the Fund may
not invest all of its assets in the securities of a single open-end
management investment company with the same fundamental investment
objectives, policies and limitations as the Fund.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
LARGE CAP BASIC VALUE
Large Cap Basic Value is subject to the following investment restrictions,
which may be changed only by a vote of a majority of the Fund's outstanding
shares:
(a) the Fund is a "diversified company" as defined in the 1940 Act. The
Fund will not purchase the securities of any issuer if, as a result, the Fund
would fail to be a diversified company within the meaning of the 1940 Act, and
the rules and regulations promulgated thereunder, as such statute, rules and
regulations are amended from time to time or are interpreted from time to time
by the SEC staff (collectively, the "1940 Act Laws and Interpretations") or to
the extent that the Fund may be permitted to do so by exemptive order or similar
relief (collectively, with the 1940 Act Laws and Interpretations, the "1940 Act
Laws, Interpretations and Exemptions"). In complying with this restriction,
however, the Fund may purchase securities of other investment companies to the
extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
(b) the Fund may not borrow money, except as permitted by the 1940 Act
Laws, Interpretations and Exemptions.
(c) the Fund may not issue senior securities, except as may be permitted by
the 1940 Act Laws, Interpretations and Exemptions.
(d) the Fund may not underwrite the securities of other issuers. This
restriction does not prevent the Fund from engaging in transactions involving
the acquisition, disposition or resale of its portfolio securities, regardless
of whether the Fund may be considered to be an underwriter under the Securities
Act of 1933.
(e) the Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940 Act Laws,
Interpretations and Exemptions) of its investments in the securities of issuers
primarily engaged in the same industry. This restriction does not limit the
Fund's investments in (i) obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities, or (ii) tax-exempt obligations
issued by governments or political subdivisions of governments. In complying
with this restriction, the Fund will not consider a bank-issued guaranty or
financial guaranty insurance as a separate security.
(f) the Fund may not purchase real estate or sell real estate unless
acquired as a result of ownership of securities or other instruments. This
restriction does not prevent the Fund from investing in issuers that invest,
deal, or otherwise engage in transactions in real estate or interests therein,
or investing in securities that are secured by real estate or interests therein.
(g) the Fund may not purchase physical commodities or sell physical
commodities unless acquired as a result of ownership of securities or other
instruments. This restriction does not prevent the Fund from engaging in
transactions such as futures, contracts and options thereon or investing in
securities that are secured by physical commodities.
33
<PAGE> 53
(h) the Fund may not make personal loans or loans to persons who control or
are under the common control of the Fund, except to the extent permitted by 1940
Act Laws, Interpretations and Exemptions. This restriction does not prevent the
Fund from purchasing debt obligations, entering into repurchase agreements,
loaning its assets to broker-dealers or institutional investors, or investing in
loans, including assignments and participation interests.
(i) the Fund may, notwithstanding any other fundamental investment policy
or restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and restrictions as the Fund.
The investment restrictions set forth above provide Large Cap Basic Value
with the ability to operate under new interpretations of the 1940 Act or
pursuant to exemptive relief from the SEC without receiving prior shareholder
approval of the change. Even though Large Cap Basic Value has this flexibility,
the Board of Directors of the Company has adopted internal guidelines for the
Fund relating to certain of these restrictions which the adviser must follow in
managing the Fund. Any changes to these guidelines, which are set forth below,
require the approval of the Board of Directors.
1. In complying with the diversification restriction set forth in (a),
the Fund will not, with respect to 75% of its total assets, purchase
the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities), if, as a result, (i) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or
(ii) the fund would hold more than 10% of the outstanding voting
securities of that issuer. The fund may (i) purchase securities of
other investment companies as permitted by Section 12(d)(1) of the
1940 Act and (ii) invest its assets in securities of other money
market funds and lend money to other investment companies and their
series portfolios that have AIM as an investment adviser, subject to
the terms and conditions of any exemptive orders issued by the SEC.
2. In complying with the borrowing restriction set forth in (b), the Fund
may borrow money in an amount not exceeding 33 1/3% of its total
assets (including the amount borrowed) less liabilities (other than
borrowings). The Fund may borrow from banks, broker/dealers or other
investment companies or their series portfolios that have AIM or an
affiliate of AIM as an investment adviser (an "AIM Fund"). The Fund
may not borrow for leveraging, but may borrow for temporary or
emergency purposes, in anticipation of or in response to adverse
market conditions, or for cash management purposes. The Fund may not
purchase additional securities when any borrowings from banks exceed
5% of the Fund's total assets.
3. In complying with the concentration restriction set forth in (e)
above, the Fund may invest up to 25% of its total assets in the
securities of issuers whose principal business activities are in the
same industry.
4. In complying with the lending restrictions set forth in (h) above, the
Fund may lend up to 33 1/3% of its total assets and may lend money
to another AIM Fund, on such terms and conditions as the SEC may
require in an exemptive order.
5. Notwithstanding the restriction set forth in (i) above, the Fund may
not invest all of its assets in the securities of a single open-end
management investment company with the same fundamental investment
objectives, policies and limitations as the Fund.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
34
<PAGE> 54
LARGE CAP GROWTH
Large Cap Growth may not:
(a) issue bonds, debentures or senior equity securities;
(b) concentrate its investments; that is, invest 25% or more of the value
of its assets in issuers which conduct their business operations in the same
industry;
(c) invest in real estate, except that this restriction does not preclude
investments in real estate investment trusts;
(d) make loans, except that the purchase of a portion of an issue of
publicly distributed bonds, debentures or other debt securities, or purchasing
short-term obligations, is not considered to be a loan for purposes of this
restriction, provided that the Fund may lend its portfolio securities provided
the value of such loaned securities does not exceed 33-1/3% of its total assets;
(e) purchase securities on margin, except that the Fund may obtain such
short-term credits as may be necessary for the clearance of purchases or sales
of securities;
(f) borrow money or pledge its assets except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) amounts of up
to 10% of the value of its total assets, and may pledge amounts of up to 20% of
its total assets to secure such borrowings;
(g) act as an underwriter of securities of other issuers; or
(h) purchase physical commodities.
In addition, Large Cap Growth may not (a) with respect to 75% of the Fund's
total assets, invest more than 5% of the total assets of the Fund (valued at
market) in securities of any one issuer (other than obligations of the U.S.
Government and its instrumentalities) or purchase more than 10% of the
outstanding securities of any one issuer, except that the Fund may purchase
securities of Affiliated Money Market Funds to the extent permitted by exemptive
order; or (b) purchase additional securities when any borrowings from banks
exceed 5% of the Fund's total assets. These additional restrictions are not
fundamental, and may be changed by the Board of Directors of the Company without
shareholder approval.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
MID CAP
Mid Cap is subject to the following investment restrictions, which may be
changed only by a vote of a majority of the Fund's outstanding shares:
(a) the Fund is a "diversified company" as defined in the 1940 Act. The
Fund will not purchase the securities of any issuer if, as a result, the Fund
would fail to be a diversified company within the meaning of the 1940 Act, and
the rules and regulations promulgated thereunder, as such statute, rules and
regulations are amended from time to time or are interpreted from time to time
by the SEC staff (collectively, the "1940 Act Laws and Interpretations") or to
the extent that the Fund may be permitted to do so by exemptive order or similar
relief (collectively, with the 1940 Act Laws and Interpretations, the "1940 Act
Laws, Interpretations and Exemptions"). In complying with this restriction,
however, the Fund may purchase securities of other investment companies to the
extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
35
<PAGE> 55
(b) the Fund may not borrow money, except as permitted by the 1940 Act
Laws, Interpretations and Exemptions.
(c) the Fund may not issue senior securities, except as may be permitted by
the 1940 Act Laws, Interpretations and Exemptions.
(d) the Fund may not underwrite the securities of other issuers. This
restriction does not prevent the Fund from engaging in transactions involving
the acquisition, disposition or resale of its portfolio securities, regardless
of whether the Fund may be considered to be an underwriter under the Securities
Act of 1933.
(e) the Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940 Act Laws,
Interpretations and Exemptions) of its investments in the securities of issuers
primarily engaged in the same industry. This restriction does not limit the
Fund's investments in (i) obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities, or (ii) tax-exempt obligations
issued by governments or political subdivisions of governments. In complying
with this restriction, the Fund will not consider a bank-issued guaranty or
financial guaranty insurance as a separate security.
(f) the Fund may not purchase real estate or sell real estate unless
acquired as a result of ownership of securities or other instruments. This
restriction does not prevent the Fund from investing in issuers that invest,
deal, or otherwise engage in transactions in real estate or interests therein,
or investing in securities that are secured by real estate or interests therein.
(g) the Fund may not purchase physical commodities or sell physical
commodities unless acquired as a result of ownership of securities or other
instruments. This restriction does not prevent the Fund from engaging in
transactions such as futures, contracts and options thereon or investing in
securities that are secured by physical commodities.
(h) the Fund may not make personal loans or loans to persons who control or
are under the common control of the Fund, except to the extent permitted by 1940
Act Laws, Interpretations and Exemptions. This restriction does not prevent the
Fund from purchasing debt obligations, entering into repurchase agreements,
loaning its assets to broker-dealers or institutional investors, or investing in
loans, including assignments and participation interests.
(i) the Fund may, notwithstanding any other fundamental investment policy
or restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and restrictions as the Fund.
The investment restrictions set forth above provide Mid Cap with the
ability to operate under new interpretations of the 1940 Act or pursuant to
exemptive relief from the SEC without receiving prior shareholder approval of
the change. Even though Mid Cap has this flexibility, the Board of Directors of
the Company has adopted internal guidelines for the Fund relating to certain of
these restrictions which the adviser must follow in managing the Fund. Any
changes to these guidelines, which are set forth below, require the approval of
the Board of Directors.
1. In complying with the diversification restriction set forth in (a),
the Fund will not, with respect to 75% of its total assets, purchase
the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities), if, as a result, (i) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or
(ii) the fund would hold more than 10% of the outstanding voting
securities of that issuer. The fund may (i) purchase securities of
other investment companies as permitted by Section 12(d)(1) of the
1940 Act and (ii) invest its assets in securities of other money
market funds and lend money to other investment companies and their
series portfolios that have AIM as an investment adviser, subject to
the terms and conditions of any exemptive orders issued by the SEC.
36
<PAGE> 56
2. In complying with the borrowing restriction set forth in (b), the Fund
may borrow money in an amount not exceeding 33 1/3% of its total
assets (including the amount borrowed) less liabilities (other than
borrowings). The Fund may borrow from banks, broker/dealers or other
investment companies or their series portfolios that have AIM or an
affiliate of AIM as an investment adviser (an "AIM Fund"). The Fund
may not borrow for leveraging, but may borrow for temporary or
emergency purposes, in anticipation of or in response to adverse
market conditions, or for cash management purposes. The Fund may not
purchase additional securities when any borrowings from banks exceed
5% of the Fund's total assets.
3. In complying with the concentration restriction set forth in (e)
above, the Fund may invest up to 25% of its total assets in the
securities of issuers whose principal business activities are in the
same industry.
4. In complying with the lending restrictions set forth in (h) above, the
Fund may lend up to 33 1/3% of its total assets and may lend money
to another AIM Fund, on such terms and conditions as the SEC may
require in an exemptive order.
5. Notwithstanding the restriction set forth in (i) above, the Fund may
not invest all of its assets in the securities of a single open-end
management investment company with the same fundamental investment
objectives, policies and limitations as the Fund.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
WEINGARTEN
Weingarten may not:
(a) issue bonds, debentures or senior equity securities;
(b) underwrite securities of other companies or purchase restricted
securities ("letter stock");
(c) invest in real estate, except that the Fund may purchase securities of
real estate investment trusts;
(d) lend money, except in connection with the acquisition of a portion of
an issue of publicly distributed bonds, debentures or other corporate or
governmental obligations, provided that the Fund may lend its portfolio
securities provided the value of such loaned securities does not exceed 33-1/3%
of its total assets;
(e) purchase securities on margin, except that the Fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities;
(f) purchase shares in order to control management of a company, except
that the Fund may purchase securities of other investment companies to the
extent permitted by applicable law or exemptive order;
(g) buy or sell physical commodities or physical commodity contracts,
including physical commodities futures contracts;
(h) invest 25% or more of the value of its total assets in securities of
issuers all of which conduct their principal business activities in the same
industry; or
37
<PAGE> 57
(i) borrow money or pledge its assets, except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) amounts of up
to 10% of the value of its total assets, and may pledge amounts of up to 20% of
its total assets to secure such borrowings.
In addition, Weingarten may not (a) invest more than 5% of the total assets
of the Fund (valued at market) in securities of any one issuer (other than
obligations of the U.S. Government and its instrumentalities), except that the
Fund may purchase securities of Affiliated Money Market Funds to the extent
permitted by exemptive order; (b) purchase more than 10% of the outstanding
securities of any one issuer or more than 10% of any class of securities of an
issuer, except that the Fund may purchase securities of Affiliated Money Market
Funds to the extent permitted by exemptive order; or (c) purchase additional
securities when any borrowings from banks exceed 5% of the Fund's total assets.
These additional restrictions are not fundamental, and may be changed by the
Board of Directors of the Company without shareholder approval.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from changes in values or assets will not
be considered a violation of the restriction.
MANAGEMENT
The overall management of the business and affairs of the Funds is vested
with the Company's Board of Directors. The Board of Directors approves all
significant agreements between the Company and persons or companies furnishing
services to a Fund, including the Master Advisory Agreement with AIM, the Master
Sub-Advisory Agreement between AIM and AIM Capital with respect to the Funds,
the Master Administrative Services Agreement with AIM, the Master Distribution
Agreement with AIM Distributors as the distributor of the shares of the Retail
Classes of the Funds, the Custodian Agreement with State Street Bank and Trust
Company as custodian and the Transfer Agency and Service Agreement with A I M
Fund Services, Inc. ("AFS" or the "Transfer Agent") as transfer agent. The
day-to-day operations of each Fund are delegated to its officers and to AIM,
subject always to the objectives and policies of the Fund and to the general
supervision of the Company's Board of Directors. Certain directors and officers
of the Company are affiliated with AIM and A I M Management Group Inc. ("AIM
Management"), the parent corporation of AIM.
DIRECTORS AND OFFICERS
The directors and officers of the Company and their principal occupations
during the last five years are set forth below. Unless otherwise indicated, the
address of each director and officer is 11 Greenway Plaza, Suite 100, Houston,
TX 77046-1173. All of the Company's executive officers hold similar offices with
some or all of the other AIM Funds.
<TABLE>
<CAPTION>
=======================================================================================================================
POSITIONS HELD
NAME, ADDRESS AND AGE WITH REGISTRANT PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------------- -----------------------------------------
<S> <C> <C>
*CHARLES T. BAUER (80) Director and Chairman of the Board of Directors, A I M Management
Chairman Group Inc.; A I M Advisors, Inc., A I M Capital
Management, Inc., A I M Distributors, Inc., A I M Fund
Services, Inc., and Fund Management Company; and Executive
Vice Chairman and Director, AMVESCAP PLC.
========================================================================================================================
</TABLE>
- ------------------------
* A director who is an "interested person" of A I M Advisors, Inc. and the
Company as defined in the 1940 Act.
38
<PAGE> 58
<TABLE>
<CAPTION>
=======================================================================================================================
POSITIONS HELD
NAME, ADDRESS AND AGE WITH REGISTRANT PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------------- -----------------------------------------
<S> <C> <C>
BRUCE L. CROCKETT (55) Director Director, ACE Limited (insurance company). Formerly,
906 Frome Lane Director, President and Chief Executive Officer, COMSAT
McLean, VA 22102 Corporation; and Chairman, Board of Governors of INTELSAT
(international communications company).
- ------------------------------------------------------------------------------------------------------------------------
OWEN DALY II (75) Director Director, Cortland Trust Inc. (investment company).
Six Blythewood Road Formerly, Director, CF & I Steel Corp., Monumental Life
Baltimore, MD 21210 Insurance Company and Monumental General Insurance
Company; and Chairman of the Board of Equitable
Bancorporation.
- ------------------------------------------------------------------------------------------------------------------------
EDWARD K. DUNN, JR. (64) Director Chairman of the Board of Directors, Mercantile Mortgage
2 Hopkins Plaza, 8th Floor Corp; Formerly, Vice Chairman of the Board of Directors,
Suite 805 President and Chief Operating Officer, Mercantile - Safe
Baltimore, MD 21201 Deposit & Trust Co.; and President, Mercantile Bankshares.
- ------------------------------------------------------------------------------------------------------------------------
JACK FIELDS (47) Director Chief Executive Officer, Texana Global, Inc. (foreign
Jetero Plaza, Suite E trading company) and Twenty-First Century Group, Inc.
8810 Will Clayton Parkway (governmental affairs company). Formerly, Member of the
Humble, Texas 77338 U.S. House of Representatives.
- ------------------------------------------------------------------------------------------------------------------------
**CARL FRISCHLING (62) Director Partner, Kramer Levin Naftalis & Frankel LLP (law firm).
919 Third Avenue
New York, NY 10022
- ------------------------------------------------------------------------------------------------------------------------
*ROBERT H. GRAHAM (53) Director and Director, President and Chief Executive Officer, A I M
President Management Group Inc.; Director and President, A I M
Advisors, Inc.; Director and Senior Vice President, A I M
Capital Management, Inc., A I M Distributors, Inc., A I M
Fund Services, Inc., and Fund Management Company; Director,
AMVESCAP PLC.
- ------------------------------------------------------------------------------------------------------------------------
PREMA MATHAI-DAVIS (48) Director Chief Executive Officer, YWCA of the U.S.A.
350 Fifth Avenue, Suite 301
New York, NY 10118
- ------------------------------------------------------------------------------------------------------------------------
LEWIS F. PENNOCK (57) Director Partner, Pennock & Cooper (law firm).
6363 Woodway, Suite 825
Houston, TX 77057
- ------------------------------------------------------------------------------------------------------------------------
LOUIS S. SKLAR (60) Director Executive Vice President, Development and Operations,
The Williams Tower, 50th Floor Hines Interests Limited Partnership (real estate
2800 Post Oak Blvd. development).
Houston, TX 77056
========================================================================================================================
</TABLE>
- ---------------------
** A director who is an "interested person" of the Company as defined in the
1940 Act.
* A director who is an "interested person" of A I M Advisors, Inc. and the
Company as defined in the 1940 Act.
39
<PAGE> 59
<TABLE>
<CAPTION>
=======================================================================================================================
POSITIONS HELD
NAME, ADDRESS AND AGE WITH REGISTRANT PRINCIPAL OCCUPATION DURING PAST 5 YEARS
- --------------------- --------------- -----------------------------------------
<S> <C> <C>
GARY T. CRUM (52) Senior Vice Director and President, A I M Capital Management, Inc.;
President Director and Executive Vice President, A I M Management
Group Inc.; Director and Senior Vice President, A I M
Advisors, Inc.; and Director, A I M Distributors,
Inc. and AMVESCAP PLC.
- ------------------------------------------------------------------------------------------------------------------------
CAROL F. RELIHAN (45) Senior Vice Director, Senior Vice President, General Counsel and
President Secretary, A I M Advisors, Inc.; Senior Vice President,
And Secretary General Counsel and Secretary, A I M Management Group
Inc.; Director, Vice President and General Counsel,
Fund Management Company; General Counsel and Vice
President, A I M Fund Services, Inc.; and Vice
President, A I M Capital Management, Inc., and A I M
Distributors, Inc.
- ------------------------------------------------------------------------------------------------------------------------
MELVILLE B. COX (56) Vice President Vice President and Chief Compliance Officer, A I M
Advisors, Inc., A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc., and Fund
Management Company.
- ------------------------------------------------------------------------------------------------------------------------
DANA R. SUTTON (40) Vice President and Vice President and Fund Controller, A I M Advisors,
Treasurer Inc.; and Assistant Vice President and Assistant Treasurer,
Fund Management Company.
- ------------------------------------------------------------------------------------------------------------------------
EDGAR M. LARSEN (58) Vice President Vice President, A I M Capital Management, Inc.
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
The standing committees of the Board of Directors are the Audit Committee,
the Investments Committee, the Nominating and Compensation Committee and the
Capitalization Committee.
The members of the Audit Committee are Messrs. Crockett, Daly, Dunn
(Chairman), Fields, Frischling, Pennock, Sklar and Dr. Mathai-Davis. The Audit
Committee is responsible for meeting with the Company's auditors to review audit
procedures and results and to consider any matters arising from an audit to be
brought to the attention of the directors as a whole with respect to the
Company's fund accounting or its internal accounting controls, and considering
such matters as may from time to time be set forth in a charter adopted by the
Board of Directors and such committee.
The members of the Investments Committee are Messrs. Bauer, Crockett, Daly,
Dunn, Fields, Frischling, Pennock, Sklar (Chairman) and Dr. Mathai-Davis. The
Investment Committee is responsible for reviewing portfolio compliance,
brokerage allocation, portfolio investment pricing issues, interim dividend and
distribution issues, and considering such matters as may from time to time be
set forth in a charter adopted by the Board of Directors and such committee.
The members of the Nominating and Compensation Committee are Messrs.
Crockett (Chairman), Daly, Dunn, Fields, Pennock, Sklar and Dr. Mathai-Davis.
The Nominating and Compensation Committee is responsible for considering and
nominating individuals to stand for election as directors who are not interested
persons as long as the Company maintains a distribution plan pursuant to Rule
12b-1 under the 1940 Act, reviewing from time to time the compensation payable
to the disinterested directors, and considering such matters as may from time to
time be set forth in a charter adopted by the Board of Directors and such
committee.
40
<PAGE> 60
The members of the Capitalization Committee are Messrs. Bauer, Graham and
Pennock. The Capitalization Committee has authority to classify and reclassify
authorized but unissued shares of Common Stock of the Fund and to issue such
classified or reclassified shares of Common Stock up to the number of shares of
Common Stock that the Fund has the authority to issue as determined by the Board
of Directors from time to time.
All of the Company's directors also serve as directors or trustees of some
or all of the other investment companies managed or advised by AIM. All of the
Company's executive officers hold similar offices with some or all of the other
investment companies managed or advised by AIM.
Remuneration of Directors
Each director is reimbursed for expenses incurred in connection with each
meeting of the Board of Directors or any Committee attended. Each director who
is not also an officer of the Company is compensated for his or her services
according to a fee schedule which recognizes the fact that such director also
serves as a director or trustee of other AIM Funds. Each such director receives
a fee, allocated among the AIM Funds for which he or she serves as a director or
trustee, which consists of an annual retainer component and a meeting fee
component.
Set forth below is information regarding compensation paid or accrued for
each director of the Company:
<TABLE>
<CAPTION>
====================================================================================================================
RETIREMENT TOTAL
AGGREGATE COMPENSATION BENEFITS COMPENSATION
FROM THE ACCRUED FROM ALL
DIRECTOR COMPANY(1) BY ALL AIM FUNDS(2) AIM FUNDS(3)
- -------------------------------- ---------------------- ------------------ --------------------------
<S> <C> <C> <C>
Charles T. Bauer $ 0 $ 0 $ 0
- -------------------------------- ---------------------- ------------------ --------------------------
Bruce L. Crockett 24,660 37,485 103,500
- -------------------------------- ---------------------- ------------------ --------------------------
Owen Daly II 24,660 122,898 103,500
- -------------------------------- ---------------------- ------------------ --------------------------
Edward K. Dunn, Jr. 24,659 0 103,500
- -------------------------------- ---------------------- ------------------ --------------------------
Jack Fields 24,169 15,826 101,500
- -------------------------------- ---------------------- ------------------ --------------------------
Carl Frischling(4) 24,541 97,791 103,500
- -------------------------------- ---------------------- ------------------ --------------------------
Robert H. Graham 0 0 0
- -------------------------------- ---------------------- ------------------ --------------------------
John F. Kroeger(5) 0 107,896 0
- -------------------------------- ---------------------- ------------------ --------------------------
Prema Mathai-Davis 24,659 0 101,500
- -------------------------------- ---------------------- ------------------ --------------------------
Lewis F. Pennock 24,541 45,766 103,500
- -------------------------------- ---------------------- ------------------ --------------------------
Ian Robinson(6) 10,014 94,442 25,000
- -------------------------------- ---------------------- ------------------ --------------------------
Louis S. Sklar 24,541 90,232 101,500
====================================================================================================================
</TABLE>
41
<PAGE> 61
(1) The total amount of compensation deferred by all Directors of the Company
during the fiscal year ended October 31, 1999, including interest earned
thereon, was $159,484.
(2) During the fiscal year ended October 31, 1999, the total amount of expenses
allocated to the Company in respect of such retirement benefits was
$215,041. Data reflects compensation for the calendar year ended December
31, 1999.
(3) Each Director serves as director or trustee of a total of 12 registered
investment companies advised by AIM (comprised of over 50 portfolios). Data
reflects total compensation for the calendar year ended December 31, 1999.
(4) During the year ended October 31, 1999, Aggressive Growth, Blue Chip,
Capital Development, Charter, Constellation, Demographic Trends, Large Cap
Basic Value, Large Cap Growth and Weingarten, each paid $8,655, $9,059,
$5,896, $15,483, $31,683, $988, $951, $2,211 and $20,003, respectively, in
legal fees to Mr. Frischling's law firm, Kramer Levin Naftalis & Frankel
LLP for services rendered.
(5) Mr. Kroeger was a director until June 11, 1998, when he resigned. On that
date he became a consultant to the Company. Mr. Kroeger passed away on
November 26, 1998. Mr. Kroeger's widow will receive his pension as
described below under "AIM Funds Retirement Plan for Eligible
Directors/Trustees."
(6) Mr. Robinson was a director until March 12, 1999, when he retired.
AIM Funds Retirement Plan for Eligible Directors/Trustees
Under the terms of the AIM Funds Retirement Plan for Eligible
Directors/Trustees (the "Plan"), each director (who is not an employee of any of
the AIM Funds, AIM Management or any of their affiliates) may be entitled to
certain benefits upon retirement from the Board of Directors. Pursuant to the
Plan, the normal retirement date is the date on which the eligible director has
attained age 65 and has completed at least five years of continuous service with
one or more of the regulated investment companies managed, administered or
distributed by AIM or its affiliates (the "Applicable AIM Funds"). Each eligible
director is entitled to receive an annual benefit from the Applicable AIM Funds
commencing on the first day of the calendar quarter coincident with or following
his date of retirement equal to a maximum of 75% of the annual retainer paid or
accrued by the Applicable AIM Funds for such director during the twelve-month
period immediately preceding the director's retirement (including amounts
deferred under a separate agreement between the Applicable AIM Funds and the
director) and based on the number of such director's years of service (not in
excess of 10 years of service) completed with respect to any of the Applicable
AIM Funds. Such benefit is payable to each eligible director in quarterly
installments. If an eligible director dies after attaining the normal retirement
date but before receipt of any benefits under the Plan commences, the director's
surviving spouse (if any) shall receive a quarterly survivor's benefit equal to
50% of the amount payable to the deceased director for no more than ten years
beginning the first day of the calendar quarter following the date of the
director's death. Payments under the Plan are not secured or funded by any
Applicable AIM Fund.
Set forth below is a table that shows the estimated annual benefits payable
to an eligible director upon retirement assuming a specified level of
compensation and years of service classifications. The estimated credited years
of service for Messrs. Crockett, Daly, Dunn, Fields, Frischling, Kroeger,
Pennock, Robinson, Sklar and Dr. Mathai-Davis are 13, 13, 2, 3, 22, 17, 18, 11,
10 and 1 years, respectively.
42
<PAGE> 62
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
<TABLE>
<CAPTION>
Number of
Years of
Service With Annual Retirement
the Applicable Compensation Paid By All
AIM Funds Applicable AIM Funds
------------------ -------------------------
<S> <C>
10 $67,500
9 $60,750
8 $54,000
7 $47,250
6 $40,500
5 $33,750
</TABLE>
Deferred Compensation Agreements
Messrs. Daly, Dunn, Fields, Frischling, Robinson and Sklar (for
purposes of this paragraph only, the "deferring directors") have each executed a
Deferred Compensation Agreement (collectively, the "Agreements"). Pursuant to
the Agreements, the deferring directors may elect to defer receipt of up to 100%
of their compensation payable by the Company, and such amounts are placed into a
deferral account. Currently, the deferring directors may select various AIM
Funds in which all or part of their deferral accounts shall be deemed to be
invested. Distributions from the deferring directors' deferral accounts will be
paid in cash, in generally equal quarterly installments over a period of five
(5) or ten (10) years (depending on the Agreement) beginning on the date the
deferring director's retirement benefits commence under the Plan. The Company's
Board of Directors, in its sole discretion, may accelerate or extend the
distribution of such deferral accounts after the deferring director's
termination of service as a director of the Company. If a deferring director
dies prior to the distribution of amounts in his deferral account, the balance
of the deferral account will be distributed to his designated beneficiary in a
single lump sum payment as soon as practicable after such deferring director's
death. The Agreements are not funded and, with respect to the payments of
amounts held in the deferral accounts, the deferring directors have the status
of unsecured creditors of the Company and of each other AIM Fund from which they
are deferring compensation.
INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES AND SUB-ADVISORY AGREEMENTS
AIM is a wholly owned subsidiary of AIM Management, a holding company
that has been engaged in the financial services business since 1976. The address
of AIM is 11 Greenway Plaza, Suite 100, Houston, Texas 77046. AIM was organized
in 1976, and, together with its subsidiaries, advises or manages over 125
investment portfolios encompassing a broad range of investment objectives. AIM
Management is an indirect wholly owned subsidiary of AMVESCAP PLC, 11 Devonshire
Square, London EC2M 4YR, United Kingdom. AMVESCAP PLC and its subsidiaries are
an independent investment management group engaged in institutional investment
management and retail mutual fund businesses in the United States, Europe and
the Pacific Region. Certain of the directors and officers of AIM are also
executive officers of the Company and their affiliations are shown under
"Directors and Officers." AIM Capital, a wholly owned subsidiary of AIM, is
engaged in the business of providing investment advisory services to investment
companies, corporations, institutions and other accounts.
43
<PAGE> 63
AIM and the Company have adopted a Code of Ethics which requires
investment personnel and certain other employees (a) to pre-clear personal
securities transactions subject to the Code of Ethics, (b) to file reports or
duplicate confirmations regarding such transactions, (c) to refrain from
personally engaging in (i) short-term trading of a security, (ii) transactions
involving a security within seven days of an AIM Fund transaction involving the
same security, and (iii) transactions involving securities being considered for
investment by an AIM Fund, and (d) abide by certain other provisions under the
Code of Ethics. The Code of Ethics also prohibits investment personnel and all
other AIM employees from purchasing securities in an initial public offering.
Personal trading reports are reviewed periodically by AIM, and the Board of
Directors reviews quarterly and annual reports (including information on any
substantial violations of the Code of Ethics). Sanctions for violations of the
Code of Ethics may include censure, monetary penalties, suspension or
termination of employment.
The Funds have entered into a Master Investment Advisory Agreement (the
"Master Advisory Agreement") and a Master Administrative Services Agreement (the
"Master Administrative Services Agreement") with AIM. In addition, AIM has
entered into a Master Sub-Advisory Agreement (the "Master Sub-Advisory
Agreement") with AIM Capital with respect to Charter, Weingarten and
Constellation.
Under the terms of the Master Advisory Agreement, AIM supervises all
aspects of the Funds' operations and provides investment advisory services to
the Funds. AIM obtains and evaluates economic, statistical and financial
information to formulate and implement investment programs for the Funds. AIM
will not be liable to the Funds or their shareholders except in the case of
AIM's willful misfeasance, bad faith, gross negligence or reckless disregard of
duty.
Pursuant to the Master Administrative Services Agreement, AIM has
agreed to provide or arrange for the provision of certain accounting and other
administrative services to the Funds, including the services of a principal
financial officer of the Funds and related staff. As compensation to AIM for its
services under the Master Administrative Service Agreements, the Funds reimburse
AIM for expenses incurred by AIM or its subsidiaries in connection with such
services.
Under the terms of the Master Sub-Advisory Agreement, AIM has appointed
AIM Capital to provide certain investment advisory services for each of Charter,
Constellation and Weingarten, subject to overall supervision by AIM and the
Company's Board of Directors. Certain of the directors and officers of AIM
Capital are also executive officers of the Company.
Both the Master Advisory Agreement and the Master Sub-Advisory
Agreement provide that the Fund will pay or cause to be paid all expenses of the
Fund not assumed by AIM or AIM Capital, including, without limitation: brokerage
commissions, taxes, legal, auditing or governmental fees, the cost of preparing
share certificates, custodian, transfer and shareholder service agent costs,
expenses of issue, sale, redemption, and repurchase of shares, expenses of
registering and qualifying shares for sale, expenses relating to directors and
shareholder meetings, the cost of preparing and distributing reports and notices
to shareholders, the fees and other expenses incurred by the Company on behalf
of the Fund in connection with membership in investment company organizations,
the cost of printing copies of prospectuses and statements of additional
information distributed to the Funds' shareholders and all other charges and
costs of the Funds' operations unless otherwise explicitly provided.
The Master Advisory Agreement and the Master Sub-Advisory Agreement
each provide that if, for any fiscal year, the total of all ordinary business
expenses of any Fund, including all investment advisory fees, but excluding
brokerage commissions and fees, taxes, interest and extraordinary expenses, such
as litigation, exceed the applicable expense limitations imposed by state
securities regulations in any state in which such Fund's shares are qualified
for sale, as such limitations may be raised or lowered from time to time, the
aggregate of all such investment advisory fees with respect to such Fund shall
be reduced by the amount of such excess. The amount of any such reduction to be
borne by AIM shall be deducted from the monthly investment advisory fees
otherwise payable to AIM with respect to such Fund during such fiscal year. If
required pursuant to such state securities regulations, AIM will reimburse each
Fund, no later than the last day of the first month of the next succeeding
fiscal year, for any such annual operating expenses (after reduction of all
investment advisory fees in excess of such limitation).
44
<PAGE> 64
The Master Advisory Agreement and the Master Sub-Advisory Agreement
will continue from year to year only if such continuance is specifically
approved at least annually by (i) the Company's Board of Directors or the vote
of a "majority of the outstanding voting securities" of the Funds (as defined in
the 1940 Act), and (ii) the affirmative vote of a majority of the directors who
are not parties to the agreements or "interested persons" of any such party (the
"Non-Interested Directors") by votes cast in person at a meeting called for such
purpose. Each agreement provides that the Funds, AIM (in the case of the Master
Advisory Agreement) or AIM Capital (in the case of the Master Sub-Advisory
Agreement) may terminate such agreement on 60 days' written notice without
penalty. Each agreement terminates automatically in the event of its assignment.
AIM may from time to time waive or reduce its fee. Voluntary fee
waivers or reductions may be rescinded at any time without further notice to
investors. During periods of voluntary fee waivers or reductions, AIM will
retain its ability to be reimbursed for such fee prior to the end of each fiscal
year. Contractual fee waivers or reductions set forth in the Fee Table in a
Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM and the Fund. Fee waivers or
reductions set forth in the Master Advisory Agreement may not be terminated
without shareholder approval.
AIM has contractually agreed to a reduction of advisory fees for
Charter, Constellation and Weingarten at net asset levels higher than those
currently incorporated in the advisory fee schedule. Accordingly, with respect
to each of Charter and Constellation, AIM receives a fee calculated at an annual
rate of 1.0% of the first $30 million of such Fund's average daily net assets,
plus 0.75% of such Fund's average daily net assets in excess of $30 million to
and including $150 million, plus 0.625% of such Fund's average daily net assets
in excess of $150 million. With respect to Weingarten, AIM's fee is calculated
at an annual rate of 1.0% of the first $30 million of the Fund's average daily
net assets, plus 0.75% of the Fund's average daily net assets in excess of $30
million to and including $350 million, plus 0.625% of the Fund's average daily
net assets in excess of $350 million.
With respect to Aggressive Growth, AIM's fee is calculated at an
annual rate of 0.80% of the first $150 million of the Fund's average daily net
assets, plus 0.625% of the Fund's average daily net assets in excess of $150
million. With respect to Blue Chip and Capital Development, AIM is entitled to
receive a fee calculated at an annual rate of 0.75% of the first $350 million of
such Fund's average daily net assets, plus 0.625% of such Fund's average daily
net assets in excess of $350 million. With respect to Demographic Trends, AIM is
entitled to receive a fee calculated at an annual rate of 0.85% of the first $2
billion of average daily net assets plus 0.80% of the Fund's average daily net
assets in excess of $2 billion. With respect to Emerging Growth, AIM is entitled
to receive a fee calculated at an annual rate of 0.85% of the first $1 billion
of average daily net assets plus 0.80% of the Fund's assets in excess of $1
billion. With respect to Large Cap Basic Value, AIM is entitled to receive a fee
calculated at an annual rate of 0.60% of the first $1 billion of average daily
net assets, plus 0.575% of the Fund's average daily net assets in excess of $1
billion to and including $2 billion of average daily net assets, plus 0.55% of
the Fund's average daily net assets in excess of $2 billion. With respect to
Large Cap Growth, AIM is entitled to receive a fee calculated at an annual rate
of 0.75% of the first $1 billion of such Fund's average daily net assets, plus
0.70% of such Fund's average daily net assets in excess of $1 billion to and
including $2 billion, plus 0.625% of such Fund's average daily net assets in
excess of $2 billion. With respect to Mid Cap, AIM is entitled to receive a fee
calculated at an annual rate of 0.80% of the first $1 billion of the Fund's
average daily net assets, plus 0.75% of the Fund's average daily net assets in
excess of $1 billion.
As compensation for its services, AIM pays 50% of the advisory fees it
receives pursuant to the Master Advisory Agreement with respect to Charter,
Constellation and Weingarten to AIM Capital.
Each Fund paid to AIM the following advisory fees net of any expense
limitations (fee waivers) for the years ended October 31, 1999, 1998 and 1997:
45
<PAGE> 65
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Aggressive Growth ................................................... $17,085,022 $21,617,925 $19,244,957
Blue Chip ........................................................... 21,592,076 8,680,763 3,154,473
Capital Development ................................................. 8,102,504 7,886,238 3,371,800
Charter ............................................................. 39,884,618 31,058,588 24,725,606
Constellation ....................................................... 87,350,901 86,555,468 80,116,284
Demographic Trends .................................................. 646,554 N/A N/A
Large Cap Basic Value ............................................... -0- N/A N/A
Large Cap Growth .................................................... 10,176 N/A N/A
Weingarten .......................................................... 50,710,809 40,657,216 35,300,671
</TABLE>
For the fiscal year ended October 31, 1999, 1998 and 1997, AIM waived
advisory fees for each Fund as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Aggressive Growth ................................................... $ 0 $ 0 $ 0
Blue Chip ........................................................... 0 0 100,380
Capital Development ................................................. 0 0 262,189
Charter ............................................................. 1,130,089 762,337 498,463
Constellation ....................................................... 3,107,849 3,074,705 2,805,955
Demographic Trends .................................................. 43,724 N/A N/A
Large Cap Basic Value ............................................... 2,279 N/A N/A
Large Cap Growth .................................................... 32,079 N/A N/A
Weingarten .......................................................... 4,288,405 2,917,461 2,187,021
</TABLE>
AIM, in turn, paid the following sub-advisory fees to AIM Capital, as
sub-advisor for Charter, Constellation and Weingarten, for the years ended
October 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Charter ............................................................. $19,942,309 $15,529,294 $12,362,803
Constellation ....................................................... 43,675,451 43,277,734 40,058,142
Weingarten .......................................................... 25,355,405 20,328,608 17,650,335
</TABLE>
The Master Administrative Services Agreement provides that AIM may
perform or arrange for the performance of certain accounting and, shareholder
services and other administrative services to each Fund which are not required
to be performed by AIM under the Master Advisory Agreement. For such services,
AIM would be entitled to receive from each Fund reimbursement of its costs or
such reasonable compensation as may be approved by the Company's Board of
Directors. The Master Administrative Services Agreement will continue from year
to year only if such continuance is specifically approved at least annually by
(i) the Company's Board of Directors or the vote of a "majority of the
outstanding voting securities" of the Funds (as defined in the 1940 Act), and
(ii) the affirmative vote of a majority of the Non-Interested Directors by votes
cast in person at a meeting called for such purpose.
In addition, the Transfer Agency and Service agreement for the Fund
provides that AFS, a registered transfer agent and wholly owned subsidiary of
AIM, will perform certain shareholder services for the Fund for a fee per
account serviced. The Transfer Agency and Service Agreement provides that AFS
will receive a per account fee plus out-of-pocket expenses to process orders for
purchases, redemptions and exchanges of shares, prepare and transmit payments
for dividends and distributions declared by the Fund, maintain shareholder
accounts and provide shareholders with information regarding the Fund and their
accounts.
46
<PAGE> 66
The Funds paid AIM the following amounts as reimbursement of
administrative services costs for the years ended October 31, 1999, 1998 and
1997:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Aggressive Growth .................. $126,956 $108,996 $ 97,609
Blue Chip .......................... 153,309 85,043 73,653
Capital Development ................ 111,632 85,252 74,810
Charter ............................ 235,274 152,008 127,908
Constellation ...................... 431,120 295,926 251,513
Demographic Trends ................. 16,849 N/A N/A
Large Cap Basic Value .............. 16,849 N/A N/A
Large Cap Growth ................... 29,197 N/A N/A
Weingarten ......................... 281,500 179,633 163,243
</TABLE>
THE DISTRIBUTION PLANS
THE CLASS A AND C PLAN
The Company has adopted a Master Distribution Plan pursuant to Rule
12b-1 under the 1940 Act relating to the Class A and Class C shares of the Funds
(the "Class A and C Plan"). The Class A and C Plan provides that the Class A
shares pay 0.35% per annum of their daily average net assets in the case of Blue
Chip, Capital Development, Demographic Trends, Emerging Growth, Large Cap Basic
Value, Large Cap Growth and Mid Cap, 0.30% per annum of their average daily net
assets in the case of Charter, Constellation and Weingarten and 0.25% per annum
of the average net assets of Aggressive Growth as compensation to AIM
Distributors for the purpose of financing any activity which is primarily
intended to result in the sale of Class A shares. Under the Class A and C Plan,
Class C shares of Aggressive Growth, Blue Chip, Capital Development, Charter,
Constellation, Demographic Trends, Emerging Growth, Large Cap Basic Value, Large
Cap Growth and Mid Cap, and Weingarten pay compensation to AIM Distributors at
an annual rate of 1.00% of the average daily net assets attributable to Class C
shares. The Class A and C Plan is designed to compensate AIM Distributors, on a
quarterly basis, for certain promotional and other sales-related costs, and to
implement a dealer incentive program which provides for periodic payments to
selected dealers who furnish continuing personal shareholder services to their
customers who purchase and own Class A or Class C shares of a Fund. Payments can
also be directed by AIM Distributors to selected institutions who have entered
into service agreements with respect to Class A and Class C shares of each Fund
and who provide continuing personal services to their customers who own Class A
and Class C shares of the Fund. The service fees payable to selected
institutions are calculated at the annual rate of 0.25% of the average daily net
asset value of those Fund shares that are held in such institution's customers'
accounts which were purchased on or after a prescribed date set forth in the
Plan. Activities appropriate for financing under the Class A and C Plan include,
but are not limited to, the following: printing of prospectuses and statements
of additional information and reports for other than existing shareholders;
overhead; preparation and distribution of advertising material and sales
literature; expenses of organizing and conducting sales seminars; supplemental
payments to dealers and other institutions such as asset-based sales charges or
as payments of service fees under shareholder service arrangements; and costs of
administering the Class A and C Plan.
Of the aggregate amount payable under the Class A and C Plan, payments
to dealers and other financial institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of the Fund,
in amounts of up to 0.25% of the average daily net assets of the Fund
attributable to the customers of such dealers or financial institutions are
characterized as a service fee, and payments to dealers and other financial
institutions in excess of such amount and payments to AIM Distributors would be
characterized as an asset-based sales charge pursuant to the Class A and C Plan.
Payments pursuant to the Plans are subject to any applicable limitations imposed
by rules of the National Association of Securities Dealers, Inc.
47
<PAGE> 67
THE CLASS B PLAN
The Company has also adopted a Master Distribution Plan pursuant to
Rule 12b-1 under the 1940 Act relating to Class B shares of Aggressive Growth,
Blue Chip, Capital Development, Charter, Constellation, Demographic Trends,
Emerging Growth, Large Cap Basic Value, Large Cap Growth, Mid Cap and Weingarten
(the "Class B Plan", and collectively with the Class A and C Plan, the "Plans").
Under the Class B Plan, Aggressive Growth, Blue Chip, Capital Development,
Charter, Constellation, Demographic Trends, Emerging Growth, Large Cap Basic
Value, Large Cap Growth, Mid Cap and Weingarten pay compensation to AIM
Distributors at an annual rate of 1.00% of the average daily net assets
attributable to Class B shares. Of such amount, the Funds pay a service fee of
0.25% of the average daily net assets attributable to Class B shares to selected
dealers and other institutions which furnish continuing personal shareholder
services to their customers who purchase and own Class B shares. Any amounts not
paid as a service fee would constitute an asset-based sales charge. Amounts paid
in accordance with the Class B Plan may be used to finance any activity
primarily intended to result in the sale of Class B shares, including, but not
limited to, printing of prospectuses and statements of additional information
and reports for other than existing shareholders; overhead; preparation and
distribution of advertising material and sales literature; expenses of
organizing and conducting sales seminars; supplemental payments to dealers and
other institutions such as asset-based sales charges or as payments of service
fees under shareholder service arrangements; and costs of administering the
Class B Plan.
BOTH PLANS
Pursuant to an incentive program, AIM Distributors may enter into
agreements ("Shareholder Service Agreements") with investment dealers selected
from time to time by AIM Distributors for the provision of distribution
assistance in connection with the sale of the Funds' shares to such dealers'
customers, and for the provision of continuing personal shareholder services to
customers who may from time to time directly or beneficially own shares of the
Funds. The distribution assistance and continuing personal shareholder services
to be rendered by dealers under the Shareholder Service Agreements may include,
but shall not be limited to, the following: distributing sales literature;
answering routine customer inquiries concerning the Funds; assisting customers
in changing dividend options, account designations and addresses, and in
enrolling in any of several special investment plans offered in connection with
the purchase of the Fund's shares; assisting in the establishment and
maintenance of customer accounts and records and in the processing of purchase
and redemption transactions; investing dividends and any capital gains
distributions automatically in the Fund's shares; and providing such other
information and services as the Funds or the customer may reasonably request.
Under the Plans, in addition to the Shareholder Service Agreements
authorizing payments to selected dealers, banks may enter into Shareholder
Service Agreements authorizing payments under the Plans to be made to banks
which provide services to their customers who have purchased shares. Services
provided pursuant to Shareholder Service Agreements with banks may include some
or all of the following: answering shareholder inquiries regarding the Funds and
the Company; performing sub-accounting; establishing and maintaining shareholder
accounts and records; processing customer purchase and redemption transactions;
providing periodic statements showing a shareholder's account balance and the
integration of such statements with those of other transactions and balances in
the shareholder's other accounts serviced by the bank; forwarding applicable
prospectuses, proxy statements, reports and notices to bank clients who hold
shares of the Funds; and such other administrative services as the Funds
reasonably may request, to the extent permitted by applicable statute, rule or
regulation. Similar agreements may be permitted under the Plans for institutions
which provide recordkeeping for and administrative services to 401(k) plans.
The Company may also enter into Variable Group Annuity Contractholder
Service Agreements ("Variable Contract Agreements") on behalf of Aggressive
Growth, Blue Chip, Capital Development, Charter, Constellation, Demographic
Trends, Emerging Growth, Large Cap Basic Value, Large Cap Growth, Mid Cap and
Weingarten authorizing payments to selected insurance companies offering
variable annuity contracts to employers as funding vehicles for retirement plans
qualified under Section 401(a) of the Code. Services
48
<PAGE> 68
provided pursuant to such Variable Contract Agreements may include some or all
of the following: answering inquiries regarding the Fund and the Company;
performing sub-accounting; establishing and maintaining Contractholder accounts
and records; processing and bunching purchase and redemption transactions;
providing periodic statements of contract account balances; forwarding such
reports and notices to Contractholders relative to the Fund as deemed necessary;
generally, facilitating communications with Contractholders concerning
investments in a Fund on behalf of Plan participants; and performing such other
administrative services as deemed to be necessary or desirable, to the extent
permitted by applicable statute, rule or regulation to provide such services.
Under a Shareholder Service Agreement, the Funds agree to pay
periodically fees to selected dealers and other institutions who render the
foregoing services to their customers. The fees payable under a Shareholder
Service Agreement generally will be calculated at the end of each payment period
for each business day of the Funds during such period at the annual rate of
0.25% of the average daily net asset value of the Funds' shares purchased or
acquired through exchange. Fees calculated in this manner shall be paid only to
those selected dealers or other institutions who are dealers or institutions of
record at the close of business on the last business day of the applicable
payment period for the account in which the Funds' shares are held.
The Plans are subject to any applicable limitations imposed from time
to time by rules of the National Association of Securities Dealers, Inc.
AIM Distributors may from time to time waive or reduce any portion of
its 12b-1 fee for Class A shares and Class C shares. Voluntary fee waivers or
reductions may be rescinded at any time without further notice to investors.
During periods of voluntary fee waivers or reductions. AIM Distributors will
retain its ability to be reimbursed for such fee prior to the end of each fiscal
year. Contractual fee waivers or reductions set forth in the Fee Table in a
Prospectus may not be terminated or amended to the Funds' detriment during the
period stated in the agreement between AIM Distributors and the Fund.
Under the Plans, certain financial institutions which have entered into
service agreements and which sell shares of the Fund on an agency basis, may
receive payments from the Funds pursuant to the respective Plans. AIM
Distributors does not act as principal, but rather as agent for the Funds, in
making dealer incentive and shareholder servicing payments under the Plans.
These payments are an obligation of the Funds and not of AIM Distributors.
For the fiscal year ended October 31, 1999, with respect to Class A
shares, Aggressive Growth, Blue Chip, Capital Development, Charter,
Constellation and Weingarten paid AIM Distributors under the Class A and C Plan
$6,704,485, $6,217,528, $2,355,478, $13,556,239, $40,983,445 and $22,561,363,
respectively, or an amount equal to 0.25%, 0.35%, 0.35%, 0.30%, 0.30%, and
0.30%, respectively, of the Fund's Class A shares average daily net assets. For
the period June 7, 1999 (date operations commenced) through October 31, 1999,
with respect to Class A shares, Demographic Trends paid AIM Distributors under
the Class A and C Plan $112,110, or an amount equal to 0.35% of the Fund's Class
A shares average daily net assets. For the period June 30, 1999 (date operations
commenced) through October 31, 1999, with respect to Class A shares, Large Cap
Basic Value paid AIM Distributors under the Class A and C Plan $1,330, or an
amount equal to 0.35% of the Fund's Class A shares average daily net assets. For
the period March 1, 1999 (date operations commenced) through October 31, 1999,
with respect to Class A shares, Large Cap Growth paid AIM Distributors under the
Class A and C Plan $13,159, or an amount equal to 0.35% of the Fund's Class A
shares average daily net assets.
For the fiscal year ended October 31, 1999, with respect to Class B
shares, Blue Chip, Capital Development, Charter, Constellation and Weingarten
paid AIM Distributors under the Class B Plan $13,837,276, $4,981,777,
$18,631,086, $4,365,731 and $10,382,904, respectively, or an amount equal to
1.00%, 1.00%, 1.00%, 1.00% and 1.00%, respectively, of the Fund's Class B shares
average daily net assets. For the period June 7, 1999 (date operations
commenced) through October 31, 1999, with respect to Class B shares, Demographic
Trends paid AIM Distributors under the Class B Plan $79,099, or an amount equal
to 1.00% of the Class B shares average daily net assets. For the period March 1,
1999 (date operations commenced) through October 31, 1999, with respect to Class
B shares, Aggressive
49
<PAGE> 69
Growth paid AIM Distributors under the Class B Plan $79,099, or an amount equal
to 1.00% of the Fund's Class B shares average daily net assets. For the period
April 5, 1999 (date operations commenced) through October 31, 1999, with respect
to Class B shares, Large Cap Growth paid AIM Distributors under the Class B Plan
$16,134, or an amount equal to 1.00% of the Fund's Class B shares average daily
net assets.
For the fiscal year ended October 31, 1999, with respect to Class C
shares, Blue Chip, Capital Development, Charter, Constellation and Weingarten
paid AIM Distributors under the Class A and C Plan $2,245,680, $552,292,
$809,235, $1,175,217 and $593,913, respectively, or an amount equal to 1.00%,
1.00%, 1.00%, 1.00% and 1.00%, respectively, of the Fund's Class C shares
average daily net assets on an annualized basis. For the period March 1, 1999
(date operations commenced) through October 31, 1999, with respect to Class C
shares, Aggressive Growth paid AIM Distributors under the Class A and C Plan
$21,997, or an amount equal to 1.00% of the Fund's Class C shares average daily
net assets. For the period June 7, 1999 (date operations commenced) through
October 31, 1999, with respect to Class C shares, Demographic Trends paid AIM
Distributors under the Class A and C Plan $104,204, or an amount equal to 1.00%
of the Fund's Class C shares average daily net assets. For the period April 5,
1999 (date operations commenced) through October 31, 1999, with respect to Class
C shares, Large Cap Growth paid AIM Distributors under the Class A and C Plan
$2,610, or an amount equal to 1.00% of the Fund's Class C shares average daily
net assets.
An estimate by category of actual fees paid by the following Funds
under the Class A and C Plan during the year ended October 31, 1999, were
allocated as follows:
<TABLE>
<CAPTION>
CLASS A COMPENSATION COMPENSATION COMPENSATION
PRINTING TO TO TO
ADVERTISING AND MAILING SEMINARS UNDERWRITERS DEALERS SALES PERSONNEL
----------- ----------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth $ 95,349 $ 9,772 $ 30,057 -0- $ 6,569,306 -0-
Blue Chip 671,274 65,487 199,512 -0- 5,281,254 -0-
Capital Development 436,181 39,546 110,715 -0- 1,769,036 -0-
Charter 1,218,066 116,743 349,090 -0- 11,872,339 -0-
Constellation 3,563,197 338,897 996,262 -0- 36,085,089 -0-
Demographic Trends 17,793 1,740 4,932 -0- 97,645 -0-
Large Cap Basic Value -0- -0- -0- -0- -0- -0-
Large Cap Growth 3,306 156 866 -0- 8,831 -0-
Weingarten 2,249,745 216,357 648,786 -0- 19,446,474 -0-
</TABLE>
An estimate by category of actual fees paid by the following Funds
under the Class B Plan during the year ended October 31, 1999, were allocated as
follows:
<TABLE>
<CAPTION>
CLASS B COMPENSATION COMPENSATION COMPENSATION
PRINTING TO TO TO
ADVERTISING AND MAILING SEMINARS UNDERWRITERS DEALERS SALES PERSONNEL
----------- ----------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth $ 5,446 $ 539 $ 1,995 $ 57,074 $ 11,045 -0-
Blue Chip 844,375 82,717 255,301 10,377,957 2,276,926 -0-
Capital Development 261,463 23,437 65,746 3,736,332 894,797 -0-
Charter 544,048 52,114 155,553 13,973,314 3,906,056 -0-
Constellation 341,062 32,532 94,612 3,274,298 623,226 -0-
Demographic Trends 28,034 2,724 7,690 269,251 51,302 -0-
Large Cap Basic Value -0- -0- -0- -0- -0- -0-
Large Cap Growth 941 -0- -0- 12,100 3,092 -0-
Weingarten 339,789 35,042 113,321 7,787,178 2,107,574 -0-
</TABLE>
50
<PAGE> 70
An estimate by category of actual fees paid by the following Funds
under the Class A and C Plan during the fiscal year ended October 31, 1999, were
allocated as follows:
<TABLE>
<CAPTION>
CLASS C COMPENSATION COMPENSATION COMPENSATION
PRINTING TO TO TO
ADVERTISING AND MAILING SEMINARS UNDERWRITERS DEALERS SALES PERSONNEL
----------- ----------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth $ 705 $ 45 $ 500 $ 17,998 $ 2,750 -0-
Blue Chip 9,155 941 3,024 1,300,000 932,560 -0-
Capital Development 5,473 567 1,576 311,000 233,676 -0-
Charter 5,333 536 1,736 514,000 287,720 -0-
Constellation 7,671 794 2,385 598,000 566,366 -0-
Demographic Trends 6,091 583 1,716 85,000 10,813 -0-
Large Cap Basic Value -0- -0- -0- -0- -0- -0-
Large Cap Growth -0- -0- -0- -0- -0- -0-
Weingarten 6,507 644 1,842 385,912 199,008 -0-
</TABLE>
The Plans require AIM Distributors to provide the Board of Directors at
least quarterly with a written report of the amounts expended pursuant to the
Plans and the purposes for which such expenditures were made. The Board of
Directors reviews these reports in connection with their decisions with respect
to the Plans.
As required by Rule 12b-1, the Plans and related forms of Shareholder
Service Agreements were approved by the Board of Directors, including a majority
of the directors who are not "interested persons" (as defined in the 1940 Act)
of the Company and who have no direct or indirect financial interest in the
operation of the Plans or in any agreements related to the Plans ("Qualified
Directors"). In approving the Plans in accordance with the requirements of Rule
12b-1, the directors considered various factors and determined that there is a
reasonable likelihood that the Plans would benefit each class of the Fund and
its respective shareholders.
The Plans do not obligate the Fund to reimburse AIM Distributors for
the actual expenses AIM Distributors may incur in fulfilling its obligations
under the Plans. Thus, even if AIM Distributors' actual expenses exceed the fee
payable to AIM Distributors thereunder at any given time, the Fund will not be
obligated to pay more than that fee. If AIM Distributors' expenses are less than
the fee it receives, AIM Distributors will retain the full amount of the fee.
Unless the Plans are terminated earlier in accordance with their terms,
the Plans continue in effect from year to year as long as such continuance is
specifically approved at least annually by the Board of Directors, including a
majority of the Qualified Directors.
The Plans may be terminated by the vote of a majority of the Qualified
Directors, or, with respect to a particular class, by the vote of a majority of
the outstanding voting securities of that class.
Any change in the Plans that would increase materially the distribution
expenses paid by the applicable class requires shareholder approval; otherwise,
it may be amended by the directors, including a majority of the Qualified
Directors, by votes cast in person at a meeting called for the purpose of voting
upon such amendment. As long as the Plans are in effect, the selection or
nomination of the Qualified Directors is committed to the discretion of the
Qualified Directors. In the event the Class A and C Plan is amended in a manner
which the Board of Directors determines would materially increase the charges
paid by holders of Class A shares under the Class A and C Plan, the Class B
shares of the Fund will no longer convert into Class A shares of the Fund unless
the Class B shares, voting separately, approve such amendment. If the Class B
shareholders do not approve such amendment, the Board of Directors will (i)
create a new class of shares of the Fund which is identical in all material
respects to the Class A shares as they existed prior to the implementation of
the amendment, and (ii) ensure that the existing Class B shares of the Fund will
be exchanged or converted into such new class of shares no later than the date
the Class B shares were scheduled to convert into Class A shares.
51
<PAGE> 71
The principal differences between the Class A and C Plan and the Class
B Plan are: (i) the Class A and C Plan allows payment to AIM Distributors or to
dealers or financial institutions of up to 0.35% of average daily net assets of
Blue Chip, Capital Development, Demographic Trends, Emerging Growth, Large Cap
Basic Value and Large Cap Growth's Class A shares, 0.30% of average daily net
assets of Charter, Constellation, Mid Cap and Weingarten's Class A shares and up
to 0.25% of average daily net assets of Aggressive Growth's Class A shares as
compared to 1.00% of such assets of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Demographic Trends, Emerging Growth, Large
Cap Basic Value, Large Cap Growth, Mid Cap and Weingarten's Class B shares; (ii)
the Class B Plan obligates the Class B shares to continue to make payments to
AIM Distributors following termination of the Class B shares Distribution
Agreement with respect to Class B shares sold by or attributable to the
distribution efforts of AIM Distributors unless there has been a complete
termination of the Class B Plan (as defined in such Plan); and (iii) the Class B
Plan expressly authorizes AIM Distributors to assign, transfer or pledge its
rights to payments pursuant to the Class B Plan.
THE DISTRIBUTOR
The Company has entered into distribution arrangements with AIM
Distributors, P.O. Box 4739, Houston, TX 77210-4739, a registered broker-dealer
and a wholly owned subsidiary of AIM, to act as the distributor in the
continuous offering of Class A, Class B and Class C shares of the Funds. Certain
directors and officers of the Company are affiliated with AIM Distributors. The
Company has entered into a Master Distribution Agreement with AIM Distributors
relating to the Class A shares and Class C shares of the Funds and a Master
Distribution Agreement with AIM Distributors relating to the Class B shares of
the Funds. Both such Master Distribution Agreements are hereinafter
collectively, referred to as the "Distribution Agreements."
The Distribution Agreements provide AIM Distributors with the exclusive
right to distribute shares of the Retail Classes of the Funds directly and
through institutions with whom AIM Distributors has entered into selected dealer
agreements. Under the Distribution Agreement for the Class B shares, AIM
Distributors sells Class B shares of the Funds at net asset value subject to a
contingent deferred sales charge established by AIM Distributors. AIM
Distributors is authorized to advance to institutions through whom Class B
shares are sold a sales commission under schedules established by AIM
Distributors. The Distribution Agreement for the Class B shares provides that
AIM Distributors (or its assignee or transferee) will receive 0.75% (of the
total 1.00% payable under the distribution plan applicable to Class B shares) of
each Fund's average daily net assets attributable to Class B shares attributable
to the sales efforts of AIM Distributors.
The Distribution Agreements provide that AIM Distributors will bear the
expenses of printing from the final proof and distributing prospectuses and
statements of additional information of the Funds relating to public offerings
made by AIM Distributors pursuant to the Distribution Agreements (other than
those prospectuses and statements of additional information distributed to
existing shareholders of the Funds), and any promotional or sales literature
used by AIM Distributors or furnished by AIM Distributors to dealers in
connection with the public offering of the Funds' shares, including expenses of
advertising in connection with such public offerings. AIM Distributors has not
undertaken to sell any specified number of shares of any classes of the Funds.
AIM Distributors expects to pay sales commissions from its own
resources to dealers and institutions who sell Class B shares of the Funds and
Class C shares of the Funds at the time of such sales. Payments with respect to
Class B shares will equal 4.00% of the purchase price of the Class B shares sold
by the dealer or institution, and will consist of a sales commission equal to
3.75% of the purchase price of the Class B shares sold plus an advance of the
first year service fee of 0.25% with respect to such shares. The portion of the
payments to AIM Distributors under the Class B Plan which constitutes an
asset-based sales charge (0.75%) is intended in part to permit AIM Distributors
to recoup a portion of such sales commissions plus financing costs. AIM
Distributors anticipates that it will require a number of years to recoup from
Class B Plan payments the sales commissions paid to dealers and institutions in
connection with sales of Class B shares.
52
<PAGE> 72
In the future, if multiple distributors serve Aggressive Growth, Blue
Chip, Capital Development, Charter, Constellation, Demographic Trends, Emerging
Growth, Large Cap Basic Value, Large Cap Growth, Mid Cap or Weingarten, each
such distributor (or its assignee or transferee) would receive a share of the
payments under the Class B Plan based on the portion of such Fund's Class B
shares sold by or attributable to the distribution efforts of that distributor.
AIM Distributors may pay sales commissions to dealers and institutions
who sell Class C shares of the AIM Funds at the time of such sales. Payments
with respect to Class C shares will equal 1.00% of the purchase price of the
Class C shares sold by the dealer or institution, and will consist of a sales
commission of 0.75% of the purchase price of the Class C shares sold plus an
advance of the first year service fee of 0.25% with respect to such shares. AIM
Distributors will retain all payments received by it relating to Class C shares
for the first year after they are purchased. The portion of the payments to AIM
Distributors under the Class A and C Plan attributable to Class C shares which
constitutes an asset-based sales charge (0.75%) is intended in part to permit
AIM Distributors to recoup a portion of on-going sales commissions to dealers
plus financing costs, if any. After the first full year, AIM Distributors will
make such payments quarterly to dealers and institutions based on the average
net asset value of Class C shares which are attributable to shareholders for
whom the dealers and institutions are designated as dealers of record.
The Company (on behalf of any class of the Funds) or AIM Distributors
may terminate the Distribution Agreements on sixty (60) days' written notice
without penalty. The Distribution Agreements will terminate in the event of
their assignment. In the event the Class B shares Distribution Agreement is
terminated, AIM Distributors would continue to receive payments of asset-based
distribution fees in respect of the outstanding Class B shares attributable to
the distribution efforts of AIM Distributors; provided, however, that a complete
termination of the Class B Plan (as defined in such Plan) would terminate all
payments to AIM Distributors. Termination of the Class B Plan or Distribution
Agreement does not effect the obligations of Class B shareholders to pay
contingent deferred sales charges.
From time to time, AIM Distributors may transfer and sell its right to
payments under the Distribution Agreement relating to Class B shares in order to
finance distribution expenditures in respect of Class B shares.
The following chart reflects the total sales charges paid in connection
with the sale of Class A shares of each Fund and the amount retained by AIM
Distributors for the years or periods ended October 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
--------------------------- --------------------------- ---------------------------
SALES AMOUNT SALES AMOUNT SALES AMOUNT
CHARGES RETAINED CHARGES RETAINED CHARGES RETAINED
------------ ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Aggressive Growth $ 4,577,455 $ 11,447 $ 4,551,806 $ 763,601 $ 42,392,109 $ 5,850,410
Blue Chip 17,947,219 2,766,794 9,984,437 1,557,995 7,418,585 1,139,512
Capital Development 2,418,486 386,856 10,092,451 1,536,318 7,852,157 1,212,125
Charter 13,015,260 2,030,454 12,198,981 1,892,699 13,683,388 2,129,799
Constellation 20,107,015 3,182,696 34,242,618 5,261,392 68,714,717 10,566,898
Demographic Trends* 3,822,764 551,702 N/A N/A N/A N/A
Large Cap Basic Value* -0- -0- N/A N/A N/A N/A
Large Cap Growth* 80,087 12,562 N/A N/A N/A N/A
Weingarten 13,839,324 2,209,013 10,455,825 1,654,675 9,534,039 1,521,630
</TABLE>
- -------------------
* Class A shares of Demographic Trends, Large Cap Basic Value and Large
Cap Growth commenced operations on June 7, 1999, June 30, 1999 and March 1,
1999, respectively.
53
<PAGE> 73
The following chart reflects the contingent deferred sales charges paid
by Class A, Class B and Class C shareholders for the fiscal years or periods
ended October 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Aggressive Growth* ............ $ 45,944 $ 86,211 N/A
Blue Chip* .................... 177,813 61,498 $ 50,289
Capital Development* .......... 120,769 108,532 14,049
Charter* ...................... 96,080 161,792 62,653
Constellation* ................ 605,519 510,316 253,473
Demographic Trends* ........... 3,886 N/A N/A
Large Cap Basic Value ......... -0- N/A N/A
Large Cap Growth* ............. 373 N/A N/A
Weingarten .................... 156,642 55,685 38,015
</TABLE>
- ----------------
* Class A shares of Demographic Trends, Large Cap Basic Value and Large Cap
Growth commenced operations on June 7, 1999, June 30, 1999 and March 1, 1999,
respectively.
Class B shares of Aggressive Growth, Constellation, Demographic Trends and Large
Cap Growth commenced operations on March 1, 1999, November 3, 1997, June 7, 1999
and April 5, 1999, respectively.
Class C shares of Aggressive Growth, Blue Chip, Capital Development, Charter,
Constellation, Demographic Trends, Large Cap Growth and Weingarten commenced
operations on March 1, 1997, August 4, 1997, August 4, 1997, August 4, 1997,
August 4, 1997, June 7, 1999, April 5, 1999 and August 4, 1997, respectively.
SALES CHARGES AND DEALER CONCESSIONS
CATEGORY I. Certain AIM Funds are currently sold with a sales charge
ranging from 5.50% to 2.00% of the offering price on purchases of less than
$1,000,000. These AIM Funds include Class A shares of each of AIM Advisor Flex
Fund, AIM Advisor International Value Fund, AIM Advisor Large Cap Value Fund,
AIM Aggressive Growth Fund, AIM Asian Growth Fund, AIM Basic Value Fund, AIM
Blue Chip Fund, AIM Capital Development Fund, AIM Charter Fund, AIM
Constellation Fund, AIM Dent Demographic Trends Fund, AIM Emerging Growth Fund,
AIM European Development Fund, AIM Euroland Growth Fund, AIM Global Utilities
Fund, AIM Global Growth & Income Fund, AIM International Equity Fund, AIM Japan
Growth Fund, AIM Large Cap Basic Value Fund, AIM Large Cap Growth Fund, AIM
Large Cap Opportunities Fund, AIM Mid Cap Equity Fund, AIM Mid Cap Growth Fund,
AIM Mid Cap Opportunities Fund, AIM New Pacific Growth Fund, AIM Select Growth
Fund, AIM Small Cap Growth Fund, AIM Small Cap Opportunities Fund, AIM Value
Fund and AIM Weingarten Fund.
54
<PAGE> 74
<TABLE>
<CAPTION>
Dealer
Concession
Investor's Sales Charge ----------
----------------------------- As a
As a As a Percentage
Percentage Percentage of the
of the Public of the Net Public
Amount of Investment in Offering Amount Offering
Single Transaction(1) Price Invested Price
--------------------- ------------- ---------- ----------
<S> <C> <C> <C>
Less than $ 25,000 5.50% 5.82% 4.75%
$ 25,000 but less than $ 50,000 5.25 5.54 4.50
$ 50,000 but less than $ 100,000 4.75 4.99 4.00
$100,000 but less than $ 250,000 3.75 3.90 3.00
$250,000 but less than $ 500,000 3.00 3.09 2.50
$500,000 but less than $1,000,000 2.00 2.04 1.60
</TABLE>
- ------------
(1) AIM Small Cap Opportunities Fund will not accept any single
purchase in excess of $250,000.
CATEGORY II. Certain AIM Funds are currently sold with a sales charge
ranging from 4.75% to 2.00% of the offering price on purchases of less than
$1,000,000. These AIM Funds are: the Class A shares of each of AIM Advisor Real
Estate Fund, AIM Balanced Fund, AIM Developing Markets Fund, AIM Emerging
Markets Debt Fund, AIM Global Aggressive Growth Fund, AIM Global Consumer
Products and Services Fund, AIM Global Financial Services Fund, AIM Global
Government Income Fund, AIM Global Growth Fund, AIM Global Health Care Fund, AIM
Global Income Fund, AIM Global Infrastructure Fund, AIM Global Resources Fund,
AIM Global Telecommunications and Technology Fund, AIM Global Trends Fund, AIM
High Income Municipal Fund, AIM High Yield Fund, AIM High Yield Fund II, AIM
Income Fund, AIM Intermediate Government Fund, AIM Latin American Growth Fund,
AIM Municipal Bond Fund, AIM Strategic Income Fund and AIM Tax-Exempt Bond Fund
of Connecticut.
<TABLE>
<CAPTION>
Dealer
Concession
Investor's Sales Charge ----------
----------------------------- As a
As a As a Percentage
Percentage Percentage of the
of the Public of the Net Public
Amount of Investment in Offering Amount Offering
Single Transaction Price Invested Price
------------------------ ------------- ---------- ----------
<S> <C> <C> <C>
Less than $ 50,000 4.75% 4.99% 4.00%
$ 50,000 but less than $ 100,000 4.00 4.17 3.25
$100,000 but less than $ 250,000 3.75 3.90 3.00
$250,000 but less than $ 500,000 2.50 2.56 2.00
$500,000 but less than $1,000,000 2.00 2.04 1.60
</TABLE>
CATEGORY III. Certain AIM Funds are currently sold with a sales charge
ranging from 1.00% to 0.50% of the offering price on purchases of less than
$1,000,000. These AIM Funds are the Class A shares of each of AIM Limited
Maturity Treasury Fund and AIM Tax-Free Intermediate Fund.
55
<PAGE> 75
<TABLE>
<CAPTION>
Dealer
Concession
Investor's Sales Charge ----------
----------------------------- As a
As a As a Percentage
Percentage Percentage of the
of the Public of the Net Public
Amount of Investment In Offering Amount Offering
Single Transaction Price Invested Price
----------------------- ------------- ---------- ----------
<S> <C> <C> <C>
Less than $ 100,000 1.00% 1.01% 0.75%
$100,000 but less than $ 250,000 0.75 0.76 0.50
$250,000 but less than $1,000,000 0.50 0.50 0.40
</TABLE>
There is no sales charge on purchases of $1,000,000 or more of Category
I, II or III funds; however, AIM Distributors may pay a dealer concession and/or
advance a service fee on such transactions as set forth below.
ALL GROUPS OF AIM FUNDS. AIM Distributors may elect to re-allow the
entire initial sales charge to dealers for all sales with respect to which
orders are placed with AIM Distributors during a particular period. Dealers to
whom substantially the entire sales charge is re-allowed may be deemed to be
"underwriters" as that term is defined under the Securities Act of 1933.
In addition to amounts paid to dealers as a dealer concession out of the
initial sales charge paid by investors, AIM Distributors may, from time to time,
at its expense or as an expense for which it may be compensated under a
distribution plan, if applicable, pay a bonus or other consideration or
incentive to dealers who sell a minimum dollar amount of the shares of the AIM
Funds during a specified period of time. At the option of the dealer, such
incentives may take the form of payment for travel expenses, including lodging,
incurred in connection with trips taken by qualifying registered representatives
and their families to places within or outside the United States. The total
amount of such additional bonus payments or other consideration shall not exceed
0.25% of the public offering price of the shares sold. Any such bonus or
incentive programs will not change the price paid by investors for the purchase
of the applicable AIM Fund's shares or the amount that any particular AIM Fund
will receive as proceeds from such sales. Dealers may not use sales of the AIM
Funds' shares to qualify for any incentives to the extent that such incentives
may be prohibited by the laws of any state.
AIM Distributors may make payments to dealers and institutions who are
dealers of record for purchases of $1 million or more of Class A shares (or
shares which normally involve payment of initial sales charges), which are sold
at net asset value and are subject to a contingent deferred sales charge, for
all AIM Funds other than Class A shares of each of AIM Limited Maturity Treasury
Fund and AIM Tax-Free Intermediate Fund as follows: 1% of the first $2 million
of such purchases, plus 0.80% of the next $1 million of such purchases, plus
0.50% of the next $17 million of such purchases, plus 0.25% of amounts in excess
of $20 million of such purchases. AIM Distributors may make payments to dealers
and institutions who are dealers of record for purchases of $1 million or more
of Class A shares (or shares which normally involve payment of initial sales
charges), and which are sold at net asset value and are not subject to a
contingent deferred sales charge, in an amount up to 0.10% of such purchases of
Class A shares of AIM Limited Maturity Treasury Fund, and in an amount up to
0.25% of such purchases of Class A shares of AIM Tax-Free Intermediate Fund.
AIM Distributors may pay sales commissions to dealers and institutions
who sell Class B shares of the AIM Funds at the time of such sales. Payments
with respect to Class B shares will equal 4.00% of the purchase price of the
Class B shares sold by the dealer or institution, and will consist of a sales
commission equal to 3.75% of the purchase price of the Class B shares sold plus
an advance of the first year service fee of 0.25% with respect to such shares.
The portion of the payments to AIM Distributors under the Class B Plan which
constitutes an asset-based sales charge (0.75%) is intended in part to permit
AIM Distributors to recoup a portion of such sales commissions plus financing
costs.
56
<PAGE> 76
AIM Distributors may pay sales commissions to dealers and institutions
who sell Class C shares of the AIM Funds at the time of such sales. Payments
with respect to Class C shares will equal 1.00% of the purchase price of the
Class C shares sold by the dealer or institution, and will consist of a sales
commission of 0.75% of the purchase price of the Class C shares sold plus an
advance of the first year service fee of 0.25% with respect to such shares. AIM
Distributors will retain all payments received by it relating to Class C shares
for the first year after they are purchased. The portion of the payments to AIM
Distributors under the Class A and C Plan attributable to Class C shares which
constitutes an asset-based sales charge (0.75%) is intended in part to permit
AIM Distributors to recoup a portion of on-going sales commissions to dealers
plus financing costs, if any. After the first full year, AIM Distributors will
make such payments quarterly to dealers and institutions based on the average
net asset value of Class C shares which are attributable to shareholders for
whom the dealers and institutions are designated as dealers of record. These
commissions are not paid on sales to investors exempt from the CDSC, including
shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who
purchase additional shares in any of the Funds on or after May 1, 1995, and in
circumstances where AIM Distributors grants an exemption on particular
transactions.
Exchanges of AIM Cash Reserve Shares of AIM Money Market Fund for Class
B shares or Class C shares are considered sales of such Class B shares or Class
C shares for purposes of the sales charges and dealer concessions discussed
above.
AIM Distributors may pay investment dealers or other financial service
firms for share purchases (measured on an annual basis) of Class A Shares of all
AIM Funds except AIM Limited Maturity Treasury Fund, AIM Tax-Free Intermediate
Fund and AIM Tax-Exempt Cash Fund sold at net asset value to an employee benefit
plan as follows: 1% of the first $2 million of such purchases, plus 0.80% of the
next $1 million of such purchases, plus 0.50% of the next $17 million of such
purchases, plus 0.25% of amounts in excess of $20 million of such purchases and
up to 0.10% of the net asset value of any Class A shares of AIM Limited Maturity
Treasury Fund sold at net asset value to an employee benefit plan in accordance
with this paragraph.
REDUCTIONS IN INITIAL SALES CHARGES
Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of shares of the AIM Funds that are
otherwise subject to an initial sales charge, provided that such purchases are
made by a "purchaser" as hereinafter defined. Purchases of Class A shares of AIM
Tax-Exempt Cash Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class
B and Class C shares of the AIM Funds will not be taken into account in
determining whether a purchase qualifies for a reduction in initial sales
charges.
The term "purchaser" means:
o an individual and his or her spouse and children, including any
trust established exclusively for the benefit of any such person;
or a pension, profit-sharing, or other benefit plan established
exclusively for the benefit of any such person, such as an IRA,
Roth IRA, a single-participant money-purchase/profit-sharing plan
or an individual participant in a 403(b) Plan (unless such 403(b)
plan qualifies as the purchaser as defined below);
o a 403(b) plan, the employer/sponsor of which is an organization
described under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended (the "Code"), if:
a. the employer/sponsor must submit contributions for all
participating employees in a single contribution transmittal
(i.e., the Funds will not accept contributions submitted with
respect to individual participants);
b. each transmittal must be accompanied by a single check or wire
transfer; and
57
<PAGE> 77
c. all new participants must be added to the 403(b) plan by
submitting an application on behalf of each new participant
with the contribution transmittal;
o a trustee or fiduciary purchasing for a single trust, estate or
single fiduciary account (including a pension, profit-sharing or
other employee benefit trust created pursuant to a plan qualified
under Section 401 of the Code) and 457 plans, although more than
one beneficiary or participant is involved;
o a Simplified Employee Pension (SEP), Salary Reduction and other
Elective Simplified Employee Pension account (SAR-SEP) or a
Savings Incentive Match Plans for Employees IRA (SIMPLE IRA),
where the employer has notified the distributor in writing that
all of its related employee SEP, SAR-SEP or SIMPLE IRA accounts
should be linked; or
o any other organized group of persons, whether incorporated or not,
provided the organization has been in existence for at least six
months and has some purpose other than the purchase at a discount
of redeemable securities of a registered investment company.
Investors or dealers seeking to qualify orders for a reduced initial
sales charge must identify such orders and, if necessary, support their
qualification for the reduced charge. AIM Distributors reserves the right to
determine whether any purchaser is entitled, by virtue of the foregoing
definition, to the reduced sales charge. No person or entity may distribute
shares of the AIM Funds without payment of the applicable sales charge other
than to persons or entities who qualify for a reduction in the sales charge as
provided herein.
1. LETTERS OF INTENT. A purchaser, as previously defined, may pay
reduced initial sales charges by completing the appropriate section of the
account application and by fulfilling a Letter of Intent ("LOI"). The LOI
privilege is also available to holders of the Connecticut General Guaranteed
Account, established for tax qualified group annuities, for contracts purchased
on or before June 30, 1992. The LOI confirms such purchaser's intention as to
the total investment to be made in shares of the AIM Funds (except for (i) Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund, (ii) Class B and Class C shares of the AIM Funds and (iii) shares
of AIM Floating Rate Fund) within the following 13 consecutive months. By
marking the LOI section on the account application and by signing the account
application, the purchaser indicates that he understands and agrees to the terms
of the LOI and is bound by the provisions described below.
Each purchase of fund shares normally subject to an initial sales
charge made during the 13-month period will be made at the public offering price
applicable to a single transaction of the total dollar amount indicated by the
LOI, as described under "Sales Charges and Dealer Concessions." It is the
purchaser's responsibility at the time of purchase to specify the account
numbers that should be considered in determining the appropriate sales charge.
The offering price may be further reduced as described under "Rights of
Accumulation" if the Transfer Agent is advised of all other accounts at the time
of the investment. Shares acquired through reinvestment of dividends and capital
gains distributions will not be applied to the LOI. At any time during the
13-month period after meeting the original obligation, a purchaser may revise
his intended investment amount upward by submitting a written and signed
request. Such a revision will not change the original expiration date. By
signing an LOI, a purchaser is not making a binding commitment to purchase
additional shares, but if purchases made within the 13-month period do not total
the amount specified, the investor will pay the increased amount of sales charge
as described below. Purchases made within 90 days before signing an LOI will be
applied toward completion of the LOI. The LOI effective date will be the date of
the first purchase within the 90-day period. The Transfer Agent will process
necessary adjustments upon the expiration or completion date of the LOI.
Purchases made more than 90 days before signing an LOI will be applied toward
completion of the LOI based on the value of the shares purchased calculated at
the public offering price on the effective date of the LOI.
To assure compliance with the provisions of the 1940 Act, out of the
initial purchase (or subsequent purchases if necessary) the Transfer Agent will
escrow in the form of shares an appropriate
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dollar amount (computed to the nearest full share). All dividends and any
capital gain distributions on the escrowed shares will be credited to the
purchaser. All shares purchased, including those escrowed, will be registered in
the purchaser's name. If the total investment specified under this LOI is
completed within the 13-month period, the escrowed shares will be promptly
released. If the intended investment is not completed, the purchaser will pay
the Transfer Agent the difference between the sales charge on the specified
amount and the amount actually purchased. If the purchaser does not pay such
difference within 20 days of the expiration date, he irrevocably constitutes and
appoints the Transfer Agent as his attorney to surrender for redemption any or
all shares, to make up such difference within 60 days of the expiration date.
If at any time before completing the LOI Program, the purchaser wishes
to cancel the agreement, he must give written notice to AIM Distributors. If at
any time before completing the LOI Program the purchaser requests the Transfer
Agent to liquidate or transfer beneficial ownership of his total shares, a
cancellation of the LOI will automatically be effected. If the total amount
purchased is less than the amount specified in the LOI, the Transfer Agent will
redeem an appropriate number of escrowed shares equal to the difference between
the sales charge actually paid and the sales charge that would have been paid if
the total purchases had been made at a single time.
2. RIGHTS OF ACCUMULATION. A "purchaser," as previously defined, may
also qualify for reduced initial sales charges based upon such purchaser's
existing investment in shares of any of the AIM Funds (except for (i) Class A
shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund and (ii) Class B and Class C shares of the AIM Funds and (iii)
shares of AIM Floating Rate Fund) at the time of the proposed purchase. Rights
of Accumulation are also available to holders of the Connecticut General
Guaranteed Account, established for tax-qualified group annuities, for contracts
purchased on or before June 30, 1992. To determine whether or not a reduced
initial sales charge applies to a proposed purchase, AIM Distributors takes into
account not only the money which is invested upon such proposed purchase, but
also the value of all shares of the AIM Funds (except for (i) Class A shares of
AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money Market Fund,
(ii) Class B and Class C shares of the AIM Funds and (iii) shares of AIM
Floating Rate Fund) owned by such purchaser, calculated at their then current
public offering price. If a purchaser so qualifies for a reduced sales charge,
the reduced sales charge applies to the total amount of money then being
invested by such purchaser and not just to the portion that exceeds the
breakpoint above which a reduced sales charge applies. For example, if a
purchaser already owns qualifying shares of any AIM Fund with a value of $20,000
and wishes to invest an additional $20,000 in a fund, with a maximum initial
sales charge of 5.50%, the reduced initial sales charge of 5.25% will apply to
the full $20,000 purchase and not just to the $15,000 in excess of the $25,000
breakpoint. To qualify for obtaining the discount applicable to a particular
purchase, the purchaser or his dealer must furnish AFS with a list of the
account numbers and the names in which such accounts of the purchaser are
registered at the time the purchase is made.
PURCHASES AT NET ASSET VALUE. Purchases of shares of any of the AIM
Funds at net asset value (without payment of an initial sales charge) may be
made in connection with: (a) the reinvestment of dividends and distributions
from a fund; (b) exchanges of shares of certain funds; (c) use of the
reinstatement privilege; or (d) a merger, consolidation or acquisition of assets
of a fund.
The following purchasers will not pay initial sales charges on
purchases of Class A shares because there is a reduced sales effort involved in
sales to these purchasers:
o AIM Management and its affiliates, or their clients;
o Any current or retired officer, director or employee (and
members of their immediate family) of AIM Management, its
affiliates or The AIM Family of Funds--Registered Trademark,
and any foundation, trust or employee benefit plan established
exclusively for the benefit of, or by, such persons;
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o Any current or retired officer, director, or employee (and
members of their immediate family), of CIGNA Corporation or its
affiliates, or of First Data Investor Services Group; and any
deferred compensation plan for directors of investment
companies sponsored by CIGNA Investments, Inc. or its
affiliates;
o Sales representatives and employees (and members of their
immediate family) of selling group members or financial
institutions that have arrangements with such selling group
members;
o Purchases through approved fee-based programs;
o Employee benefit plans designated as purchasers as defined
above, and non-qualified plans offered in conjunction
therewith, provided the initial investment in the plan(s) is
at least $1 million; the sponsor signs a $1 million LOI; the
employer-sponsored plan(s) has at least 100 eligible
employees; or all plan transactions are executed through a
single omnibus account per Fund and the financial
institution or service organization has entered into the
appropriate agreements with the distributor. Section 403(b)
plans sponsored by public educational institutions are not
eligible for a sales charge exception based on the aggregate
investment made by the plan or the number of eligible
employees. Purchases of AIM Small Cap Opportunities Fund by
such plans are subject to initial sales charges;
o Shareholders of record or discretionary advised clients of any
investment advisor holding shares of AIM Weingarten Fund or AIM
Constellation Fund on September 8, 1986, or of AIM Charter Fund
on November 17, 1986, who have continuously owned shares having
a market value of at least $500 and who purchase additional
shares of the same Fund;
o Shareholders of record of Advisor Class shares of AIM
International Growth Fund or AIM Worldwide Growth Fund on
February 12, 1999 who have continuously owned shares of the AIM
Funds.
o Unitholders of G/SET series unit investment trusts investing
proceeds from such trusts in shares of AIM Weingarten Fund or
AIM Constellation Fund; provided, however, prior to the
termination date of the trusts, a unitholder may invest
proceeds from the redemption or repurchase of his units only
when the investment in shares of AIM Weingarten Fund and AIM
Constellation Fund is effected within 30 days of the redemption
or repurchase;
o A shareholder of a fund that merges or consolidates with an AIM
Fund or that sells its assets to an AIM Fund in exchange for
shares of an AIM Fund;
o Shareholders of the GT Global funds as of April 30, 1987 who
since that date continually have owned shares of one or more of
these funds; and
o Certain former AMA Investment Advisers' shareholders who became
shareholders of the AIM Global Health Care Fund in October
1989, and who have continuously held shares in the GT Global
funds since that time.
As used above, immediate family includes an individual and his or her
spouse, children, parents and parents of spouse.
CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS
Former GT Global funds Class A shares that are subject to a contingent
deferred sales charge and that were purchased before June 1, 1998 are entitled
to the following waivers from the contingent deferred sales charge otherwise due
upon redemption: (1) minimum required distributions made in connection with an
IRA, Keogh Plan or custodial account under Section 403(b) of the Code or other
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retirement plan following attainment of age 70 1/2; (2) total or partial
redemptions resulting from a distribution following retirement in the case of a
tax-qualified employer-sponsored retirement plan; (3) when a redemption results
from a tax-free return of an excess contribution pursuant to Section 408(d)(4)
or (5) of the Code or from the death or disability of the employee; (4)
redemptions pursuant to a Fund's right to liquidate a shareholder's account
involuntarily; (5) redemptions pursuant to distributions from a tax-qualified
employer-sponsored retirement plan, which is invested in the former GT Global
funds, which are permitted to be made without penalty pursuant to the Code,
other than tax-free rollovers or transfers of assets, and the proceeds of which
are reinvested in the former GT Global funds; (6) redemptions made in connection
with participant-directed exchanges between options in an employer-sponsored
benefit plan; (7) redemptions made for the purpose of providing cash to fund a
loan to a participant in a tax-qualified retirement plan; (8) redemptions made
in connection with a distribution from any retirement plan or account that is
permitted in accordance with the provisions of Section 72(t)(2) of the Code, and
the regulations promulgated thereunder; (9) redemptions made in connection with
a distribution from any retirement plan or account that involves the return of
an excess deferral amount pursuant to Section 401(k)(8) or Section 402(g)(2) of
the Code; (10) redemptions made in connection with a distribution from a
qualified profit-sharing or stock bonus plan described in Section 401(k) of the
Code to a participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code
upon hardship of the covered employee (determined pursuant to Treasury
Regulation Section 1.401(k)-1(d)(2)); and (11) redemptions made by or for the
benefit of certain states, counties or cities, or any instrumentalities,
departments or authorities thereof where such entities are prohibited or limited
by applicable law from paying a sales charge or commission.
Former GT Global funds Class B shares purchased before June 1, 1998 are
subject to the following waivers from the contingent deferred sales charge
otherwise due upon redemption: (1) total or partial redemptions resulting from a
distribution following retirement in the case of a tax-qualified
employer-sponsored retirement; (2) minimum required distributions made in
connection with an IRA, Keogh Plan or custodial account under Section 403(b) of
the Code or other retirement plan following attainment of age 70 1/2; (3)
redemptions pursuant to distributions from a tax-qualified employer-sponsored
retirement plan, which is invested in the former GT Global funds, which are
permitted to be made without penalty pursuant to the Code, other than tax-free
rollovers or transfers of assets, and the proceeds of which are reinvested in
the former GT Global funds; (4) redemptions made in connection with
participant-directed exchanges between options in an employer-sponsored benefit
plan; (5) redemptions made for the purpose of providing cash to fund a loan to a
participant in a tax-qualified retirement plan; (6) redemptions made in
connection with a distribution from any retirement plan or account that is
permitted in accordance with the provisions of Section 72(t)(2) of the Code, and
the regulations promulgated thereunder; (7) redemptions made in connection with
a distribution from a qualified profit-sharing or stock bonus plan described in
Section 401(k) of the Code to a participant or beneficiary under Section
401(k)(2)(B)(IV) of the Code upon hardship of the covered employee (determined
pursuant to Treasury Regulation Section 1.401(k)-1(d)(2)); and (8) redemptions
made by or for the benefit of certain states, counties or cities, or any
instrumentalities, departments or authorities thereof where such entities are
prohibited or limited by applicable law from paying a sales charge or
commission.
CDSCs will not apply to the following:
o Additional purchases of Class C shares of AIM Advisor Flex
Fund, AIM Advisor International Value Fund, AIM Advisor
Large Cap Value Fund and AIM Advisor Real Estate Fund by
shareholders of record on April 30, 1995, of these Funds,
except that shareholders whose broker-dealers maintain a
single omnibus account with AFS on behalf of those
shareholders, perform sub-accounting functions with respect
to those shareholders, and are unable to segregate
shareholders of record prior to April 30, 1995, from
shareholders whose accounts were opened after that date will
be subject to a CDSC on all purchases made after March 1, 1996;
o Redemptions following the death or post-purchase disability of
(1) any registered shareholders on an account or (2) a settlor
of a living trust, of shares held in the account at the time of
death or initial determination of post-purchase disability;
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o Certain distributions from individual retirement accounts,
Section 403(b) retirement plans, Section 457 deferred
compensation plans and Section 401 qualified plans, where
redemptions result from (i) required minimum distributions
to plan participants or beneficiaries who are age 70-1/2 or
older, and only with respect to that portion of such
distributions that does not exceed 12% annually of the
participant's or beneficiary's account value in a particular
AIM Fund; (ii) in kind transfers of assets where the
participant or beneficiary notifies the distributor of the
transfer no later than the time the transfer occurs; (iii)
tax-free rollovers or transfers of assets to another plan of
the type described above invested in Class B or Class C
shares of one or more of the AIM Funds; (iv) tax-free
returns of excess contributions or returns of excess
deferral amounts; and (v) distributions on the death or
disability (as defined in the Internal Revenue Code of 1986,
as amended) of the participant or beneficiary;
o Amounts from a Systematic Withdrawal Plan of up to an annual
amount of 12% of the account value on a per fund basis, at the
time the withdrawal plan is established, provided the investor
reinvests his dividends;
o Liquidation by the Fund when the account value falls below the
minimum required account size of $500;
o Investment account(s) of AIM; and
o Class C shares where the investor's dealer of record notifies
the distributor prior to the time of investment that the dealer
waives the payment otherwise payable to him.
Upon the redemption of shares of funds in sales charge Categories I and
II (see "Sales Charges and Dealer Concessions") purchased in amounts of $1
million or more, no CDSC will be applied in the following situations:
o Shares held more than 18 months;
o Redemptions from employee benefit plans designated as
qualified purchasers, as defined above, where the
redemptions are in connection with employee terminations or
withdrawals, provided the total amount invested in the plan
is at least $1,000,000; the sponsor signs a $1 million LOI;
or the employer-sponsored plan has at least 100 eligible
employees; provided, however, that 403(b) plans sponsored by
public educational institutions shall qualify for the CDSC
waiver on the basis of the value of each plan participant's
aggregate investment in the AIM Funds, and not on the
aggregate investment made by the plan or on the number of
eligible employees;
o Private foundations or endowment funds;
o Redemption of shares by the investor where the investor's
dealer waives the amounts otherwise payable to it by the
distributor and notifies the distributor prior to the time of
investment; and
o Shares acquired by exchange from Class A shares of funds in
sales charge Categories I and II unless the shares acquired by
exchange are redeemed within 18 months of the original purchase
of the Class A shares.
HOW TO PURCHASE AND REDEEM SHARES
A complete description of the manner by which shares of the Funds may
be purchased appears in each Prospectus under the caption "Purchasing Shares -
How to Purchase Shares."
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The sales charge normally deducted on purchases of Class A shares of
the Funds is used to compensate AIM Distributors and participating dealers for
their expenses incurred in connection with the distribution of such shares.
Since there is little expense associated with unsolicited orders placed directly
with AIM Distributors by persons, who because of their relationship with the
Funds or with AIM and its affiliates, are familiar with the Funds, or whose
programs for purchase involve little expense (e.g., because of the size of the
transaction and shareholder records required), AIM Distributors believes that it
is appropriate and in the Funds' best interests that such persons be permitted
to purchase Class A shares of the Funds through AIM Distributors without payment
of a sales charge. The persons who may purchase Class A shares of the Funds
without a sales charge are listed under the caption "Reductions in Initial Sales
Charges - Purchases at Net Asset Value."
Complete information concerning the method of exchanging shares of the
Funds for shares of the other mutual funds managed or advised by AIM is set
forth in each Prospectus under the caption "Exchanging Shares."
Information concerning redemption of the Funds' shares is set forth in
the Prospectuses under the caption "Redeeming Shares - How to Redeem Shares."
Shares of the AIM Funds may be redeemed directly through AIM Distributors or
through any dealer who has entered into an agreement with AIM Distributors. In
addition to the Funds' obligation to redeem shares, AIM Distributors may also
repurchase shares as an accommodation to shareholders. To effect a repurchase,
those dealers who have executed Selected Dealer Agreements with AIM Distributors
must phone orders to the order desk of the Funds at (800) 959-4246 and guarantee
delivery of all required documents in good order. A repurchase is effected at
the net asset value of the Fund next determined after such order is received.
Such arrangement is subject to timely receipt by AFS of all required documents
in good order. If such documents are not received within a reasonable time after
the order is placed, the order is subject to cancellation. While there is no
charge imposed by the Funds or by AIM Distributors (other than any applicable
CDSC) when shares are redeemed or repurchased, dealers may charge a fair service
fee for handling the transaction. AIM intends to redeem all shares of the Funds
in cash.
The right of redemption may be suspended or the date of payment
postponed when (a) trading on the New York Stock Exchange ("NYSE") is
restricted, as determined by applicable rules and regulations of the SEC, (b)
the NYSE is closed for other than customary weekend and holiday closings, (c)
the SEC has by order permitted such suspension, or (d) an emergency as
determined by the SEC exists making disposition of portfolio securities or the
valuation of the net assets of the Fund not reasonably practicable.
BACKUP WITHHOLDING
Accounts submitted without a correct, certified taxpayer identification
number or, alternatively, a completed Internal Revenue Service ("IRS") Form W-8
(for non-resident aliens) or Form W-9 (certifying exempt status) accompanying
the registration information will generally be subject to backup withholding.
Each AIM Fund, and other payers, must, according to IRS regulations,
withhold 31% of redemption payments and reportable dividends (whether paid or
accrued) in the case of any shareholder who fails to provide the Fund with a
taxpayer identification number "TIN") and a certification that he is not subject
to backup withholding.
An investor is subject to backup withholding if:
(1) the investor fails to furnish a correct TIN to the Fund, or
(2) the IRS notifies the Fund that the investor furnished an
incorrect TIN, or
(3) the investor or the Fund is notified by the IRS that the
investor is subject to backup withholding because the
investor failed to report all of the interest and dividends
on such investor's tax return (for reportable interest and
dividends only), or
(4) the investor fails to certify to the Fund that the investor
is not subject to backup withholding under (3) above (for
reportable interest and dividend accounts opened after 1983
only), or
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(5) the investor does not certify his TIN. This applies only to
non-exempt mutual fund accounts opened after 1983.
Interest and dividend payments are subject to backup withholding in all
five situations discussed above. Redemption proceeds and long-term gain
distributions are subject to backup withholding only if (1) (2) or (5) above
applies.
Certain payees and payments are exempt from backup withholding and
information reporting. A complete listing of such exempt entities appears in the
Instructions for the Requester of Form W-9 (which can be obtained from the IRS)
and includes, among others, the following:
o a corporation
o an organization exempt from tax under Section 501(a), an individual
retirement plan (IRA), or a custodial account under Section 403(b)(7)
o the United States or any of its agencies or instrumentalities
o a state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities
o a foreign government or any of its political subdivisions, agencies or
instrumentalities
o an international organization or any of its agencies or
instrumentalities
o a foreign central bank of issue
o a dealer in securities or commodities required to register in the U.S.
or a possession of the U.S.
o a futures commission merchant registered with the Commodity Futures
Trading Commission
o a real estate investment trust
o an entity registered at all times during the tax year under the 1940
Act
o a common trust fund operated by a bank under Section 584(a)
o a financial institution
o a middleman known in the investment community as a nominee or listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List
o a trust exempt from tax under Section 664 or described in Section 4947
Investors should contact the IRS if they have any questions concerning
entitlement to an exemption from backup withholding.
NOTE: Section references are to sections of the Code.
IRS PENALTIES -- Investors who do not supply the AIM Funds with a
correct TIN will be subject to a $50 penalty imposed by the IRS unless such
failure is due to reasonable cause and not willful neglect. If an investor
falsifies information on this form or makes any other false statement resulting
in no backup withholding on an account which should be subject to backup
withholding, such investor may be subject to a $500 penalty imposed by the IRS
and to certain criminal penalties including fines and/or imprisonment.
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NONRESIDENT ALIENS -- Nonresident alien individuals and foreign
entities are not subject to the backup withholding previously discussed, but
must certify their foreign status by attaching IRS Form W-8 to their
application. Form W-8 remains in effect for three calendar years beginning with
the calendar year in which it is received by the Fund. Such shareholders may,
however, be subject to federal income tax withholding at a 30% rate on ordinary
income dividends and distributions and return of capital distributions. Under
applicable treaty law, residents of treaty countries may qualify for a reduced
rate of withholding or a withholding exemption.
NET ASSET VALUE DETERMINATION
In accordance with the current rules and regulations of the SEC, the
net asset value of a share of each Fund is determined once daily as of the close
of the customary trading session of the NYSE (generally 4:00 p.m. Eastern Time),
on each business day of the Fund. In the event the NYSE closes early (i.e.,
before 4:00 p.m. Eastern Time) on a particular day, the net asset value of a
Fund share is determined as of the close of the NYSE on such day. For purposes
of determining net asset value per share, futures and options contract closing
prices which are available fifteen (15) minutes after the close of the customary
trading session on the NYSE will generally be used. The net asset values per
share of the Retail Classes and the Institutional Class will differ because
different expenses are attributable to each class. The income or loss and the
expenses (except those listed below) of a Fund are allocated to each class on
the basis of the net assets of the Fund allocable to each such class, calculated
as of the close of business on the previous business day, as adjusted for the
current day's shareholder activity of each class. Distribution and service fees
and transfer agency fees (to the extent different rates are charged to different
classes) are allocated only to the class to which such expenses relate. The net
asset value per share of a class is determined by subtracting the liabilities
(e.g., the expenses) of the Fund allocated to the class from the assets of the
Fund allocated to the class and dividing the result by the total number of
shares outstanding of such class. Determination of each Fund's net asset value
per share is made in accordance with generally accepted accounting principles.
A security listed or traded on an exchange (except convertible bonds)
is valued at its last sales price on the exchange where the security is
principally traded or, lacking any sales on a particular day, the security is
valued at the closing bid price on that day, prior to the determination of net
asset value. Each security traded in the over-the-counter market (but not
including securities reported on the NASDAQ National Market system) is valued on
the basis of prices provided by independent pricing services. Each security
reported on the NASDAQ National Market System is valued at the last sales price
on the valuation date, or lacking a last sale, at the closing bid price on that
day; option contracts are valued at the mean between the closing bid and asked
prices on the exchange where the contracts are principally traded; futures
contracts are valued at final settlement price quotations from the primary
exchange on which they are traded. Debt obligations (including convertible
bonds) are valued on the basis of prices provided by an independent pricing
service. Prices provided by an independent pricing service may be determined
without exclusive reliance on quoted prices and may reflect appropriate factors
such as dividend rate, yield, type of issue, coupon rate and maturity date.
Securities for which market quotations are not readily available or for which
market quotations are not reflective of fair value are valued at fair value as
determined in good faith by or under the supervision of the Company's officers
in a manner specifically authorized by the Board of Directors of the Company.
Short-term obligations having sixty (60) days or less to maturity are valued at
amortized cost, which approximates market value. (See also "Purchasing
Shares - How to Purchase Shares," and "Redeeming Shares - How to Redeem
Shares" and "Pricing of Shares" in each Prospectus.)
Generally, trading in foreign securities, as well as corporate bonds,
U.S. Government securities and money market instruments, is substantially
completed each day at various times prior to the close of the NYSE. The values
of such securities used in computing the net asset value of a Fund's shares are
determined as of such times. Foreign currency exchange rates are also generally
determined prior to the close of the customary trading session of the NYSE.
Occasionally, events affecting the values of such securities and such exchange
rates may occur between the times at which they are determined and the close of
the customary trading session of the NYSE which will not be reflected in the
computation of the
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Fund's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
their fair value as determined in good faith by or under the supervision of the
Board of Directors.
Fund securities primarily traded in foreign markets may be traded in
such markets on days which are not business days of the Fund. Because the net
asset value per share of each Fund is determined only on business days of the
Fund, the net asset value per share of a Fund may be significantly affected on
days when an investor can not exchange or redeem shares of the Fund.
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS
Income dividends and capital gains distributions are automatically
reinvested in additional shares of the same class of each Fund unless the
shareholder has requested in writing to receive such dividends and distributions
in cash or that they be invested in shares of another AIM Fund, subject to the
terms and conditions set forth in the Prospectus under the caption "Special
Plans - Automatic Dividend Investment." If a shareholder's account does not
have any shares in it on a dividend or capital gains distribution payment date,
the dividend or distribution will be paid in cash whether or not the shareholder
has elected to have such dividends or distributions reinvested.
TAX MATTERS
The following is only a summary of certain additional tax
considerations generally affecting the Funds and their shareholders that are not
described in the Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of each Fund or its shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for
careful tax planning.
QUALIFICATION AS A REGULATED INVESTMENT COMPANY
Each Fund has elected to be taxed as a regulated investment company
under Subchapter M of the Code. As a regulated investment company, each Fund is
not subject to federal income tax on the portion of its net investment income
(i.e., taxable interest, dividends and other taxable ordinary income, net of
expenses) and capital gain net income (i.e., the excess of capital gains over
capital losses) that it distributes to shareholders, provided that it
distributes at least 90% of its investment company taxable income (i.e., net
investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year (the "Distribution Requirement"),
and satisfies certain other requirements of the Code that are described below.
Distributions by a Fund made during the taxable year or, under specified
circumstances, within twelve months after the close of the taxable year, will be
considered distributions of income and gains of the taxable year and can
therefore satisfy the Distribution Requirement.
Each Fund may use "equalization accounting" in determining the portion
of its net investment income and capital gain net income that has been
distributed. A Fund that elects to use equalization accounting will allocate a
portion of its realized investment income and capital gains to redemptions of
Fund shares and will reduce the amount of such income and gains that it
distributes in cash. However, each Fund intends to make cash distributions for
each taxable year in an aggregate amount that is sufficient to satisfy the
Distribution Requirement without taking into account its use of equalization
accounting. The Internal Revenue Service has not published any guidance
concerning the methods to be used in allocating investment income and capital
gains to redemptions of shares. In the event that the Internal Revenue Service
determines that a Fund is using an improper method of allocation and has
underdistributed its net investment income and capital gain net income for any
taxable year, such Fund may be liable for additional federal income tax.
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In addition to satisfying the Distribution Requirement, a regulated
investment company must derive at least 90% of its gross income from dividends,
interest, certain payments with respect to securities loans, gains from the sale
or other disposition of stock or securities or foreign currencies (to the extent
such currency gains are directly related to the regulated investment company's
principal business of investing in stock or securities) and other income
(including, but not limited to, gains from options, futures or forward
contracts) derived with respect to its business of investing in such stock,
securities or currencies (the "Income Requirement").
In addition to satisfying the requirements described above, each Fund
must satisfy an asset diversification test in order to qualify as a regulated
investment company. Under this test, at the close of each quarter of each Fund's
taxable year, at least 50% of the value of the Fund's assets must consist of
cash and cash items, U.S. Government securities, securities of other regulated
investment companies, and securities of other issuers (as to which the
companies, and securities of other issuers, the Fund has not invested more than
5% of the value of the Fund's total assets in securities of such issuer and as
to which the Fund does not hold more than 10% of the outstanding voting
securities of such issuer), and no more than 25% of the value of its total
assets may be invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated investment companies),
or in two or more issuers which the Fund controls and which are engaged in the
same or similar trades or businesses.
If for any taxable year a Fund does not qualify as a regulated
investment company, all of its taxable income (including its net capital gain)
will be subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable as
ordinary dividends to the extent of such Fund's current and accumulated earnings
and profits. Such distributions generally will be eligible for the dividends
received deduction in the case of corporate shareholders.
DETERMINATION OF TAXABLE INCOME OF A REGULATED INVESTMENT COMPANY
In general, gain or loss recognized by a Fund on the disposition of an
asset will be a capital gain or loss. However, gain recognized on the
disposition of a debt obligation purchased by a Fund at a market discount
(generally, at a price less than its principal amount) will be treated as
ordinary income to the extent of the portion of the market discount which
accrued during the period of time the Fund held the debt obligation unless the
Fund made an election to accrue market discount into income. In addition, under
the rules of Code Section 988, gain or loss recognized on the disposition of a
debt obligation denominated in a foreign currency or an option with respect
thereto (but only to the extent attributable to changes in foreign currency
exchange rates), and gain or loss recognized on the disposition of a foreign
currency forward contract or of foreign currency itself, will generally be
treated as ordinary income or loss.
In general, for purposes of determining whether capital gain or loss
recognized by a Fund on the disposition of an asset is long-term or short-term,
the holding period of the asset may be affected if (a) the asset is used to
close a "short sale" (which includes for certain purposes the acquisition of a
put option) or is substantially identical to another asset so used, (b) the
asset is otherwise held by the Fund as part of a "straddle", or (c) the asset is
stock and the Fund grants certain call options with respect thereto. In
addition, a Fund may be required to defer the recognition of a loss on the
disposition of an asset held as part of a straddle to the extent of any
unrecognized gain on the offsetting position. Any gain recognized by a Fund on
the lapse of, or any gain or loss recognized by a Fund from a closing
transaction with respect to, an option written by the Fund will generally be
treated as a short-term capital gain or loss. In the case of covered options,
gain or loss may be long-term.
Other hedging transactions that may be engaged in by certain of the
Funds (such as short sales "against the box") may be subject to special tax
treatment as "constructive sales" under Section 1259 of the Code if a Fund holds
certain "appreciated financial positions" (defined generally as any interest
(including a futures or forward contract, short sale or option) with respect to
stock, certain debt instruments, or partnership interests if there would be a
gain were such interest sold, assigned, or otherwise terminated at its fair
market value). Upon entering into a constructive sales transaction with respect
to an appreciated financial position, a Fund will be deemed to have
constructively sold such
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<PAGE> 87
appreciated financial position and will recognize gain as if such position were
sold, assigned, or otherwise terminated at its fair market value on the date of
such constructive sale (and will take into account any gain for the taxable year
which includes such date) unless the closed transaction exception applies.
Some of the forward foreign currency exchange contracts, options and
futures contracts that certain of the Funds may enter into will be subject to
special tax treatment as "Section 1256 contracts." Section 1256 contracts are
treated as if they are sold for their fair market value on the last business day
of the taxable year, regardless of whether a taxpayer's obligations (or rights)
under such contracts have terminated (by delivery, exercise, entering into a
closing transaction or otherwise) as of such date. Any gain or loss recognized
as a consequence of the year-end deemed disposition of Section 1256 contracts is
combined with any other gain or loss that was previously recognized upon the
termination of Section 1256 contracts during that taxable year. The net amount
of such gain or loss for the entire taxable year (including gain or loss arising
as a consequence of the year-end deemed sale of such contracts) is deemed to be
60% long-term (taxable at a maximum rate of 20% for non-corporate shareholders)
and 40% short-term gain or loss. However, in the case of Section 1256 contracts
that are forward foreign currency exchange contracts, the net gain or loss is
separately determined and (as discussed above) generally treated as ordinary
income or loss.
Because application of the rules governing Section 1256 contracts and
constructive sales may affect the character of gains or losses and/or accelerate
the recognition of gains or losses from the affected investment positions, the
amount which must be distributed to shareholders and which will be taxed to
shareholders as ordinary income or long-term capital gain may be increased as
compared to a fund that did not engage in transactions involving Section 1256
contracts or constructive sales.
EXCISE TAX ON REGULATED INVESTMENT COMPANIES
A 4% non-deductible excise tax is imposed on a regulated investment
company that fails to distribute in each calendar year an amount equal to 98% of
ordinary taxable income for the calendar year and 98% of capital gain net income
for the one-year period ended on October 31 of such calendar year (or, at the
election of a regulated investment company having a taxable year ending November
30 or December 31, for its taxable year (a "taxable year election")). The
balance of such income must be distributed during the next calendar year. For
the foregoing purposes, a regulated investment company is treated as having
distributed any amount on which it is subject to income tax for any taxable year
ending in such calendar year.
For purposes of the excise tax, a regulated investment company shall
(a) reduce its capital gain net income (but not below its net capital gain) by
the amount of any net ordinary loss for the calendar year, and (b) exclude
foreign currency gains and losses incurred after October 31 of any year (or
after the end of its taxable year if it has made a taxable year election) in
determining the amount of ordinary taxable income for the current calendar year
(and, instead, include such gains and losses in determining ordinary taxable
income for the succeeding calendar year).
Each Fund intends to make sufficient distributions or deemed
distributions of its ordinary taxable income and capital gain net income prior
to the end of each calendar year to avoid liability for the excise tax. However,
in the event that the Internal Revenue Service determines that a Fund is using
an improper method of allocation for purposes of equalization accounting (as
discussed above), such Fund may be liable for excise tax. Moreover, investors
should note that a Fund may in certain circumstances be required to liquidate
portfolio investments to make sufficient distributions to avoid excise tax
liability.
FUND DISTRIBUTIONS
Each Fund anticipates distributing substantially all of its investment
company taxable income for each taxable year. Such distributions will be taxable
to shareholders as ordinary income and treated as dividends for federal income
tax purposes, but they will qualify for the 70% dividends received deduction for
corporations only to the extent discussed below.
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A Fund may either retain or distribute to shareholders its net capital
gain for each taxable year. Each Fund currently intends to distribute any such
amounts. If net capital gain is distributed and designated as a capital gain
dividend, it will be taxable to shareholders as long-term capital gain,
regardless of the length of time the shareholder has held his shares or whether
such gain was recognized by the Fund prior to the date on which the shareholder
acquired his shares. A shareholder of a Fund electing to use equalization
accounting, however, is likely to be taxed on less gain recognized prior to the
date the shareholder acquires his shares since such gain will in many cases have
been allocated to shares of the Fund that have previously been redeemed.
Conversely, if a Fund elects to retain its net capital gain, the Fund will be
taxed thereon (except to the extent of any available capital loss carry
forwards) at the 35% corporate tax rate. If a Fund elects to retain its net
capital gain, it is expected that the Fund also will elect to have shareholders
treated as if each received a distribution of its pro rata share of such gain,
with the result that each shareholder will be required to report its pro rata
share of such gain on its tax return as long-term capital gain, will receive a
refundable tax credit for its share of tax paid by the Fund on the gain, and
will increase the tax basis for its shares by an amount equal to the deemed
distribution less the tax credit.
Ordinary income dividends paid by the Fund with respect to a taxable
year will qualify for the 70% dividends received deduction generally available
to corporations (other than corporations, such as "S" corporations, which are
not eligible for the deduction because of their special characteristics and
other than for purposes of special taxes such as the accumulated earnings tax
and the personal holding company tax) to the extent of the amount of qualifying
dividends received by the Fund from domestic corporations for the taxable year.
A dividend received by the Fund will not be treated as a qualifying dividend (a)
if it has been received with respect to any share of stock that the Fund has
held for less than 46 days (91 days in the case of certain preferred stock),
excluding for this purpose under the rules of Code Section 246(c)(3)and(4) (i)
any day more than 45 days (or 90 days in the case of certain preferred stock)
after the date on which the stock becomes ex-dividend, and (ii) any period
during which the Fund has an option to sell, is under a contractual obligation
to sell, has made and not closed a short sale of, has granted certain options to
buy or has otherwise diminished its risk of loss by holding other positions with
respect to, such (or substantially identical) stock; (b) to the extent that the
Fund is under an obligation (pursuant to a short sale or otherwise) to make
related payments with respect to positions in substantially similar or related
property; or (c) to the extent the stock on which the dividend is paid is
treated as debt-financed under the rules of Code Section 246A. Moreover, the
dividends received deduction for a corporate shareholder may be disallowed or
reduced (a) if the corporate shareholder fails to satisfy the foregoing
requirements with respect to its shares of the Fund, or (b) by application of
Code Section 246(b) which in general limits the dividends received deduction to
70% of the shareholder's taxable income (determined without regard to the
dividends received deduction and certain other items).
Alternative minimum tax ("AMT") is imposed in addition to, but only to
the extent it exceeds, the regular tax and is computed at a maximum rate of 28%
for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the
taxpayer's alternative minimum taxable income ("AMTI") over an exemption amount.
The corporate dividends received deduction is not itself an item of tax
preference that must be added back to taxable income or is otherwise disallowed
in determining a corporation's AMTI. However, corporate shareholders will
generally be required to take the full amount of any dividend received from the
Fund into account (without a dividend received deduction) in determining their
adjusted current earnings, which are used in computing an additional corporate
preference item (i.e., 75% of the excess of a corporate taxpayer's adjusted
current earnings over its AMTI (determined without regard to this item and the
AMTI net operating loss deduction)) that is includable in AMTI. For taxable
years beginning after 1997, however, certain small corporations are wholly
exempt from the AMT.
Investment income that may be received by certain of the Funds from
sources within foreign countries may be subject to foreign taxes withheld at the
source. The United States has entered into tax treaties with many foreign
countries which entitle any such Funds to a reduced rate of, or exemption from,
taxes on such income. It is impossible to determine the effective rate of
foreign tax in advance since the amount of any such Fund's assets to be invested
in various countries is not known.
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Distributions by a Fund that do not constitute ordinary income
dividends or capital gain dividends will be treated as a return of capital to
the extent of (and in reduction of) the shareholder's tax basis in his shares;
any excess will be treated as gain from the sale of his shares, as discussed
below.
Distributions by a Fund will be treated in the manner described above
regardless of whether such distributions are paid in cash or reinvested in
additional shares of the Fund (or of another Fund). Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.
In addition, if the net asset value at the time a shareholder purchases
shares of a Fund reflects undistributed net investment income or recognized
capital gain net income, or unrealized appreciation in the value of the assets
of the Fund, distributions of such amounts will be taxable to the shareholder in
the manner described above, although such distributions economically constitute
a return of capital to the shareholder.
Ordinarily, shareholders are required to take distributions by a Fund
into account in the year in which the distributions are made. However, dividends
declared in October, November or December of any year and payable to
shareholders of record on a specified date in such a month will be deemed to
have been received by the shareholders (and made by the Fund) on December 31 of
such calendar year if such dividends are actually paid in January of the
following year. Shareholders will be advised annually as to the U.S. federal
income tax consequences of distributions made (or deemed made) during the year
in accordance with the guidance that has been provided by the IRS.
The Funds will be required in certain cases to withhold and remit to
the U.S. Treasury 31% of ordinary income dividends and capital gain dividends,
and the proceeds of redemption of shares, paid to any shareholder (a) who has
provided either an incorrect tax identification number or no number at all, (b)
who is subject to backup withholding by the IRS for failure to report the
receipt of interest or dividend income properly, or (c) who has failed to
certify to a Fund that it is not subject to backup withholding or that it is a
corporation or other "exempt recipient."
SALE OR REDEMPTION OF SHARES
A shareholder will recognize gain or loss on the sale or redemption of
shares of a Fund in an amount equal to the difference between the proceeds of
the sale or redemption and the shareholder's adjusted tax basis in the shares.
All or a portion of any loss so recognized may be disallowed if the shareholder
purchases other shares of the Fund within thirty (30) days before or after the
sale or redemption. In general, any gain or loss arising from (or treated as
arising from) the sale or redemption of shares of a Fund will be considered
capital gain or loss and will be long-term capital gain or loss if the shares
were held for longer than one year. Currently, any long-term capital gain
recognized by a non-corporate shareholder will be subject to tax at a maximum
rate of 20%. However, any capital loss arising from the sale or redemption of
shares held for six months or less will be treated as a long-term capital loss
to the extent of the amount of capital gain dividends received on such shares.
For this purpose, the special holding period rules of Code Section 246(c)(3) and
(4) (discussed above in connection with the dividends received deduction for
corporations) generally will apply in determining the holding period of shares.
Long-term capital gains of non-corporate taxpayers are currently taxed at a
maximum rate that in some cases may be 19.6% lower than the maximum rate
applicable to ordinary income. Capital losses in any year are deductible only to
the extent of capital gains plus, in the case of a non-corporate taxpayer,
$3,000 of ordinary income.
If a shareholder (a) incurs a sales load in acquiring shares of a Fund,
(b) disposes of such shares less than 91 days after they are acquired, and (c)
subsequently acquires shares of the Fund or another Fund at a reduced sales load
pursuant to a right to reinvest at such reduced sales load acquired in
connection with the acquisition of the shares disposed of, then the sales load
on the shares disposed of (to the extent of the reduction in the sales load on
the shares subsequently acquired) shall not be taken
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into account in determining gain or loss on the shares disposed of, but shall be
treated as incurred on the acquisition of the shares subsequently acquired.
REINSTATEMENT PRIVILEGE
For federal income tax purposes, exercise of your reinstatement
privilege may increase the amount of gain or reduce the amount of loss
recognized in the original redemption transaction, because the initial sales
charge will not be taken into account in determining such gain or loss to the
extent there has been a reduction in the initial sales charge. Loss may be
deferred if you reinstate by purchasing shares of the same fund within 30 days
of your original redemption (i.e., the wash sale rules will apply).
FOREIGN SHAREHOLDERS
Taxation of a shareholder who, as to the United States, is a
nonresident alien individual, foreign trust or estate, foreign corporation, or
foreign partnership ("foreign shareholder"), depends on whether the income from
a Fund is "effectively connected" with a U.S. trade or business carried on by
such shareholder. If the income from a Fund is not effectively connected with a
U.S. trade or business carried on by a foreign shareholder, dividends and return
of capital distributions (other than distributions of long-term capital gain)
will be subject to U.S. withholding tax at the rate of 30% (or lower treaty
rate) upon the gross amount of the distribution. Such a foreign shareholder
would generally be exempt from U.S. federal income tax on gains realized on the
sale of shares of a Fund, capital gain dividends and amounts retained by a Fund
that are designated as undistributed net capital gains.
If the income from a Fund is effectively connected with a U.S. trade or
business carried on by a foreign shareholder, then ordinary income dividends,
capital gain dividends and any gains realized upon the sale or redemption of
shares of the Fund will be subject to U.S. federal income tax at the rates
applicable to U.S. citizens or domestic corporations.
In the case of foreign non-corporate shareholders, a Fund may be
required to withhold U.S. federal income tax at a rate of 31% on distributions
that are otherwise exempt from withholding tax (or taxable at a reduced treaty
rate) unless such shareholders furnish the Fund with proper notification of
their foreign status.
The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in a Fund,
including the applicability of foreign taxes.
EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS
The foregoing general discussion of U.S. federal income tax
consequences is based on the Code and the regulations issued thereunder as in
effect on the date of this Statement of Additional Information. Future
legislative or administrative changes or court decisions may significantly
change the conclusions expressed herein, and any such changes or decisions may
have a retroactive effect with respect to the transactions contemplated herein.
Rules of state and local taxation for ordinary income dividends and
capital gain dividends from regulated investment companies often differ from the
rules for U.S. federal income taxation described above. Shareholders are urged
to consult their tax advisers as to the consequences of these and other state
and local tax rules affecting investment in the Funds.
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SHAREHOLDER INFORMATION
This information supplements the discussion in each Fund's Prospectus
under the title "Shareholder Information."
TIMING OF PURCHASE ORDERS. It is the responsibility of the dealer to
ensure that all orders are transmitted on a timely basis to the Transfer Agent.
Any loss resulting from the dealer's failure to submit an order within the
prescribed time frame will be borne by that dealer. If a check used to purchase
shares does not clear, or if any investment order must be canceled due to
nonpayment, the investor will be responsible for any resulting loss to an AIM
Fund or to AIM Distributors.
SHARE CERTIFICATES. AIM Funds will issue share certificates upon
written request to AFS. Otherwise, shares are held on the shareholder's behalf
and recorded on the Fund books. AIM Funds will not issue certificates for shares
held in prototype retirement plans.
SYSTEMATIC WITHDRAWAL PLAN. Under a Systematic Withdrawal Plan, all
shares are to be held by the Transfer Agent and all dividends and distributions
are reinvested in shares of the applicable AIM Fund by the Transfer Agent. To
provide funds for payments made under the Systematic Withdrawal Plan, the
Transfer Agent redeems sufficient full and fractional shares at their net asset
value in effect at the time of each such redemption.
Payments under a Systematic Withdrawal Plan constitute taxable events.
Since such payments are funded by the redemption of shares, they may result in a
return of capital and in capital gains or losses, rather than in ordinary
income. Because sales charges are imposed on additional purchases of shares
(other than Class B or Class C Shares of the AIM Funds and AIM Cash Reserve
Shares of AIM Money Market Fund), it is disadvantageous to effect such purchases
while a Systematic Withdrawal Plan is in effect.
Each AIM Fund bears its share of the cost of operating the Systematic
Withdrawal Plan.
TERMS AND CONDITIONS OF EXCHANGES. Normally, shares of an AIM Fund to
be acquired by exchange are purchased at their net asset value or applicable
offering price, as the case may be, determined on the date that such request is
received, but under unusual market conditions such purchases may be delayed for
up to five business days if it is determined that a fund would be materially
disadvantaged by an immediate transfer of the proceeds of the exchange. If a
shareholder is exchanging into a fund paying daily dividends, and the release of
the exchange proceeds is delayed for the foregoing five-day period, such
shareholder will not begin to accrue dividends until the sixth business day
after the exchange.
EXCHANGES BY TELEPHONE. AIM Distributors has made arrangements with
certain dealers and investment advisory firms to accept telephone instructions
to exchange shares between any of the AIM Funds. AIM Distributors reserves the
right to impose conditions on dealers or investment advisors who make telephone
exchanges of shares of the funds, including the condition that any such dealer
or investment advisor enter into an agreement (which contains additional
conditions with respect to exchanges of shares) with AIM Distributors. To
exchange shares by telephone, a shareholder, dealer or investment advisor who
has satisfied the foregoing conditions must call AFS at (800) 959-4246. If a
shareholder is unable to reach AFS by telephone, he may also request exchanges
by telegraph or use overnight courier services to expedite exchanges by mail,
which will be effective on the business day received by the Transfer Agent as
long as such request is received prior to NYSE Close. The Transfer Agent and AIM
Distributors may in certain cases be liable for losses due to unauthorized or
fraudulent transactions if they do not follow reasonable procedures for
verification of telephone transactions. Such reasonable procedures may include
recordings of telephone transactions (maintained for six months), requests for
confirmation of the shareholder's Social Security Number and current address,
and mailings of confirmations promptly after the transaction.
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By signing an account application form, an investor appoints the
Transfer Agent as his true and lawful attorney-in-fact to surrender for
redemption any and all unissued shares held by the Transfer Agent in the
designated account(s), or in any other account with any of the AIM Funds,
present or future, which has the identical registration as the designated
account(s), with full power of substitution in the premises. The Transfer Agent
and AIM Distributors are thereby authorized and directed to accept and act upon
any telephone redemptions of shares held in any of the account(s) listed, from
any person who requests the redemption proceeds to be applied to purchase shares
in any one or more of the AIM Funds, provided that such fund is available for
sale and provided that the registration and mailing address of the shares to be
purchased are identical to the registration of the shares being redeemed. An
investor acknowledges by signing the form that he understands and agrees that
the Transfer Agent and AIM Distributors may not be liable for any loss, expense
or cost arising out of any telephone exchange requests effected in accordance
with the authorization set forth in these instructions if they reasonably
believe such request to be genuine, but may in certain cases be liable for
losses due to unauthorized or fraudulent transactions. Procedures for
verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the
shareholder's Social Security Number and current address, and mailings of
confirmations promptly after the transaction. The Transfer Agent reserves the
right to modify or terminate the telephone exchange privilege at any time
without notice. An investor may elect not to have this privilege by marking the
appropriate box on the application. Then any exchanges must be effected in
writing by the investor.
REDEMPTIONS BY TELEPHONE. By signing an account application form, an
investor appoints the Transfer Agent as his true and lawful attorney-in-fact to
surrender for redemption any and all unissued shares held by the Transfer Agent
in the designated account(s), present or future, with full power of substitution
in the premises. The Transfer Agent and AIM Distributors are thereby authorized
and directed to accept and act upon any telephone redemptions of shares held in
any of the account(s) listed, from any person who requests the redemption. An
investor acknowledges by signing the form that he understands and agrees that
the Transfer Agent and AIM Distributors may not be liable for any loss, expense
or cost arising out of any telephone redemption requests effected in accordance
with the authorization set forth in these instructions if they reasonably
believe such request to be genuine, but may in certain cases be liable for
losses due to unauthorized or fraudulent transactions. Procedures for
verification of telephone transactions may include recordings of telephone
transactions (maintained for six months), requests for confirmation of the
shareholder's Social Security Number and current address, and mailings of
confirmations promptly after the transaction. The Transfer Agent reserves the
right to cease to act as attorney-in-fact subject to this appointment, and AIM
Distributors reserves the right to modify or terminate the telephone redemption
privilege at any time without notice. An investor may elect not to have this
privilege by marking the appropriate box on the application. Then any
redemptions must be effected in writing by the investor.
SIGNATURE GUARANTEES. In addition to those circumstances listed in the
"Shareholder Information" section of each Fund's prospectus, signature
guarantees are required in the following situations: (1) requests to transfer
the registration of shares to another owner; (2) telephone exchange and
telephone redemption authorization forms; (3) changes in previously designated
wiring or electronic funds transfer instructions; and (4) written redemptions or
exchanges of shares previously reported as lost, whether or not the redemption
amount is under $50,000 or the proceeds are to be sent to the address of record.
AIM Funds may waive or modify any signature guarantee requirements at any time.
Acceptable guarantors include banks, broker-dealers, credit unions,
national securities exchanges, savings associations and any other organization,
provided that such institution or organization qualifies as an "eligible
guarantor institution" as that term is defined in rules adopted by the SEC, and
further provided that such guarantor institution is listed in one of the
reference guides contained in the Transfer Agent's current Signature Guarantee
Standards and Procedures, such as certain domestic banks, credit unions,
securities dealers, or securities exchanges. The Transfer Agent will also accept
signatures with either: (1) a signature guaranteed with a medallion stamp of the
STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE
Medallion Signature Program, provided that in either event, the amount of the
transaction involved does not exceed the surety coverage amount
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<PAGE> 93
indicated on the medallion. For information regarding whether a particular
institution or organization qualifies as an "eligible guarantor institution," an
investor should contact the Client Services Department of AFS.
TRANSACTIONS BY INTERNET. An investor may effect transactions in his
account through the Internet by selecting the AIM Internet Connect option on his
completed account application form or completing an AIM Internet Connect
Authorization Form. By signing either form the investor acknowledges and agrees
that the Transfer Agent and AIM Distributors will not be liable for any loss,
expense or cost arising out of any internet transaction effected in accordance
with the instructions set forth in the forms if they reasonably believe such
request to be genuine. Procedures for verification of internet transactions
include requests for confirmation of the shareholder's personal identification
number and mailing of confirmations promptly after the transactions. The
investor also acknowledges that (1) if he no longer wants the AIM Internet
Contract option, he will notify the Transfer Agent in writing, and (2) the AIM
Internet Connect option may be terminated at any time by the AIM Funds.
DIVIDENDS AND DISTRIBUTIONS. In determining the amount of capital
gains, if any, available for distribution, net capital gains are offset against
available net capital losses, if any, carried forward from previous fiscal
periods.
For funds that do not declare a dividend daily, such dividends and
distributions will be reinvested at the net asset value per share determined on
the ex-dividend date. For funds that declare a dividend daily, such dividends
and distributions will be reinvested at the net asset value per share determined
on the payable date.
Dividends on Class B and Class C shares are expected to be lower than
those for Class A shares or AIM Cash Reserve Shares because of higher
distribution fees paid by Class B and Class C shares. Dividends on all shares
may also be affected by other class-specific expenses.
Changes in the form of dividend and distribution payments may be made
by the shareholder at any time by notice to the Transfer Agent and are effective
as to any subsequent payment if such notice is received by the Transfer Agent
prior to the record date of such payment. Any dividend and distribution election
remains in effect until the Transfer Agent receives a revised written election
by the shareholder.
Any dividend or distribution paid by a fund which does not declare
dividends daily has the effect of reducing the net asset value per share on the
ex-dividend date by the amount of the dividend or distribution. Therefore, a
dividend or distribution declared shortly after a purchase of shares by an
investor would represent, in substance, a return of capital to the shareholder
with respect to such shares even though it would be subject to income taxes.
MISCELLANEOUS INFORMATION
CHARGES FOR CERTAIN ACCOUNT INFORMATION
The Transfer Agent may impose certain copying charges for requests for
copies of shareholder account statements and other historical account
information older than the current year and the immediately preceding year.
AUDIT REPORTS
The Board of Directors will issue semi-annual reports of the
transactions of the Funds to the shareholders. Financial statements, audited by
independent auditors, will be issued annually. The firm of KPMG LLP, 700
Louisiana, Bank of America Building, Houston, Texas 77002, currently serves as
the auditors of each Fund.
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LEGAL MATTERS
Legal matters for the Company have been passed upon by Ballard Spahr
Andrews & Ingersoll, LLP, 1735 Market Street, Philadelphia, Pennsylvania 19103.
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company (the "Custodian"), 225 Franklin
Street, Boston, Massachusetts 02110, is custodian of all securities and cash of
the Funds. The custodian attends to the collection of principal and income, pays
and collects all monies for securities bought and sold by the Funds and performs
certain other ministerial duties. A I M Fund Services, Inc., a wholly owned
subsidiary of AIM, P. O. Box 4739, Houston, Texas 77210-4739, acts as transfer
and dividend disbursing agent for the Funds. These services do not include any
supervisory function over management or provide any protection against any
possible depreciation of assets. The Funds pay the Custodian and the Transfer
Agent such compensation as may be agreed upon from time to time.
Chase Bank of Texas, N.A., 712 Main, Houston, Texas 77002, serves as
Sub-Custodian for retail purchases of the AIM Funds.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") has
entered into an agreement with the Company (and certain other AIM Funds), First
Data Investor Service Group and Financial Data Services, Inc., pursuant to which
MLPF&S has agreed to perform certain shareholder sub-accounting services for its
customers who beneficially own shares of the Fund(s).
PRINCIPAL HOLDERS OF SECURITIES
AGGRESSIVE GROWTH
To the best knowledge of the Company, the names and addresses of the
holders of 5% or more of the outstanding Class A, Class B and Class C shares of
Aggressive Growth as of December 20, 1999, and the amount of the outstanding
shares held of record and beneficially owned by such holders are set forth
below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Retail Class A Shares
Merrill Lynch Pierce Fenner & Smith 14.80% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
The Manufacturers Life Insurance Co. 5.68% -0-
C/O Manulife Financial USA
Attn: Rosie Chuck Srs. Acctg.
250 Bloor Street East 7th Floor
Toronto, Ontario, Canada M4W 1E5
</TABLE>
- -------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
75
<PAGE> 95
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Retail Class B Shares
Merrill Lynch Pierce Fenner & Smith 11.50% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246
Retail Class C Shares
Merrill Lynch Pierce Fenner & Smith 30.20% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246
</TABLE>
BLUE CHIP
To the best of the knowledge of the Company, the names and addresses of
the holders of 5% or more of the outstanding Class A, Class B and Class C shares
of Blue Chip as of December 20, 1999, and the amount of the outstanding shares
held of record and beneficially owned by such holders are set forth below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Retail Class A Shares
Merrill Lynch Pierce Fenner & Smith 8.12% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Retail Class B Shares
Merrill Lynch Pierce Fenner & Smith 11.25% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
</TABLE>
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
76
<PAGE> 96
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Retail Class C Shares
Merrill Lynch Pierce Fenner & Smith 20.51% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Banc One Securities Corp. FBO 6.52% -0-
The One Investment Solution
733 Greencrest Drive
Westerville, OH 43081
</TABLE>
CAPITAL DEVELOPMENT
To the best of the knowledge of the Company, the names and addresses of
the holders of 5% or more of the outstanding Class A, Class B and Class C shares
of Capital Development as of December 20, 1999, and the amount of the
outstanding shares held of record and beneficially owned by such holders are set
forth below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only Beneficially
- --------------- ----------- ------------
<S> <C> <C>
Retail Class A Shares
Merrill Lynch Pierce Fenner & Smith 11.29% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Retail Class B Shares
Merrill Lynch Pierce Fenner & Smith 14.81% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Retail Class C Shares
Merrill Lynch Pierce Fenner & Smith 19.52% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
</TABLE>
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
77
<PAGE> 97
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Coastgear & Company 7.85% -0-
State Street Bank & Trust
Attn: Kevin Smith
125 Rosemont Avenue
Westwood, MA 02090
</TABLE>
CHARTER
To the best of the knowledge of the Company, the names and addresses of
the holders of 5% or more of the outstanding Class A, Class B and Class C shares
of Charter as of December 20, 1999, and the Institutional Class of Charter as of
December 20, 1999, and the amount of the outstanding shares held of record and
beneficially owned by such holders are set forth below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only Beneficially
- --------------- ----------- ------------
<S> <C> <C>
Retail Class A Shares
Merrill Lynch Pierce Fenner & Smith 13.33% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Great-West Life and Annuity Insurance Co. 7.24% -0-
401(k) Unit Valuations
Attn: Mutual Fund Trading 2T2
8515 E. Orchard
Englewood, CO 80111
Retail Class B Shares
Merrill Lynch Pierce Fenner & Smith 8.51% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Retail Class C Shares
Merrill Lynch Pierce Fenner & Smith 19.51% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
</TABLE>
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
78
<PAGE> 98
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Institutional Class
Commonwealth of Massachusetts 95.97% -0-
One Ashburton Place
12th Floor
Boston, MA 02108
</TABLE>
CONSTELLATION
To the best of the knowledge of the Company, the names and addresses of
the holders of 5% or more of the outstanding Class A, Class B and Class C shares
of Constellation as of December 20, 1999, and of the Institutional Class of
Constellation as of December 20, 1999, and the amount of the outstanding shares
held of record and beneficially owned by such holders are set forth below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only Beneficially
- --------------- ----------- ------------
<S> <C> <C>
Retail Class A Shares
Merrill Lynch Pierce Fenner & Smith 16.44% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Retail Class B Shares
Merrill Lynch Pierce Fenner & Smith 7.12% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Retail Class C Shares
Merrill Lynch Pierce Fenner & Smith 22.79% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 3rd Floor
Jacksonville, FL 32246
Banc One Securities Corp. FBO 7.98% -0-
The One Investment Solution
733 Greencrest Drive
Westerville, OH 43081
</TABLE>
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
79
<PAGE> 99
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Institutional Class
Nationwide Ohio Variable Account 40.05% -0-
P.O. Box 182029
Columbus, Ohio 43218
Commonwealth of Massachusetts 35.52% -0-
One Ashburton Place
12th Floor
Boston, MA 02108
Frontier Trust FBO NDC's Retirement
Plans - NR 5.93% -0-
P. O. Box 20629
Columbus, OH 43220-0629
</TABLE>
DEMOGRAPHIC TRENDS
To the best of the knowledge of the Company, the names and
addresses of the holders of 5% or more of the outstanding Class A, Class B and
Class C shares of Demographic Trends as of December 20, 1999, and the amount of
the outstanding shares held of record and beneficially owned by such holders are
set forth below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Retail Class A Shares
Merrill Lynch Pierce Fenner & Smith 7.56% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246
Retail Class B Shares
Merrill Lynch Pierce Fenner & Smith 21.20% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246
</TABLE>
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
80
<PAGE> 100
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Retail Class C Shares
Merrill Lynch Pierce Fenner & Smith 25.00% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246
</TABLE>
EMERGING GROWTH
AIM provided the initial capitalization of Emerging Growth
and, accordingly, as of the date of this Statement of Additional Information,
owned more than 25% of the issued and outstanding shares of that Fund and
therefore could be deemed to "control" that Fund as that term is defined in the
1940 Act. It is anticipated that after commencement of the public offering of
the Fund's shares, AIM will cease to control the Fund for purposes of the 1940
Act.
LARGE CAP BASIC VALUE
To the best of the knowledge of the Company, the names and
addresses of the holders of 5% or more of the outstanding Class A shares of
Large Cap Basic Value as of December 20, 1999, and the amount of the outstanding
shares held of record and beneficially owned by such holders are set forth
below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only Beneficially
- --------------- ----------- ------------
<S> <C> <C>
Retail Class A Shares
A I M Advisors, Inc. 93.58%** -0-
Attn: David Hessel
11 Greenway Plaza, Suite 100
Houston, TX 77046
</TABLE>
LARGE CAP GROWTH
To the best of the knowledge of the Company, the names and addresses of
the holders of 5% or more of the outstanding Class A, Class B and Class C shares
of Large Cap Growth as of December 20, 1999, and the amount of the outstanding
shares held of record and beneficially owned by such holders are set forth
below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only Beneficially
- --------------- ----------- ------------
<S> <C> <C>
Retail Class A Shares
A I M Advisors, Inc. 25.71% -0-
Attn: David Hessel
11 Greenway Plaza, Suite 100
Houston, TX 77046
</TABLE>
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
** A shareholder who holds 25% or more of the outstanding shares of a fund
may be presumed to be in "control" of such fund as defined in the 1940
Act.
81
<PAGE> 101
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Retail Class B Shares
PaineWebber For the Benefit of 6.41% -0-
PaineWebber CDN FBO
Mark Frevert IRA-Rollover
P. O. Box 3321
Weehawken, NJ 07087-8154
NFSC FEBO #0C8-462020 5.16% -0-
NFSC/FMTC IRA
FBO Warren F. Matlock
5419 Lincolnshire
Richardson, TX 75082
Retail Class C Shares
Donaldson Lufkin Jenrette 13.66% -0-
Securities Corporation Inc.
P. O. Box 2052
Jersey City, NJ 07303-9998
Donaldson Lufkin Jenrette 5.10% -0-
Securities Corporation Inc.
P. O. Box 2052
Jersey City, NJ 07303-9998
</TABLE>
MID CAP
To the best of the knowledge of the Company, the names and addresses of
the holders of 5% or more of the outstanding Class A, Class B and Class C shares
of Mid Cap as of December 20, 1999, and the amount of the outstanding shares
held of record and beneficially owned by such holders are set forth below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only Beneficially
- --------------- ----------- ------------
<S> <C> <C>
Retail Class A Shares
Merrill Lynch Pierce Fenner & Smith 15.53%** -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246
</TABLE>
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
** A shareholder who holds 25% or more of the outstanding shares of a fund
may be presumed to be in "control" of such fund as defined in the 1940
Act.
82
<PAGE> 102
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Salomon Smith Barney, Inc. 5.61% -0-
00157100061
333 West 34th Street - 3rd Floor
New York, NY 10001
Retail Class B Shares
Merrill Lynch Pierce Fenner & Smith 46.51%** -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246
Retail Class C Shares
Merrill Lynch Pierce Fenner & Smith 69.44%** -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246
</TABLE>
WEINGARTEN
To the best of the knowledge of the Company, the names and addresses of
the holders of 5% or more of the outstanding Class A, Class B and Class C shares
of Weingarten as of December 20, 1999, and the Institutional Class of Weingarten
as of December 20, 1999, and the amount of the outstanding shares held of record
and beneficially owned by such holders are set forth below:
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only Beneficially
- --------------- ----------- ------------
<S> <C> <C>
Retail Class A Shares
Merrill Lynch Pierce Fenner & Smith 16.95% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246
Great-West Life and Annuity 5.48% -0-
Insurance Co.
401(K) Unit Valuations
Attn: Mutual Fund Trading 2T2
8515 E. Orchard
Englewood, CO 80111
</TABLE>
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
83
<PAGE> 103
<TABLE>
<CAPTION>
Percent Percent Owned
Name and Address Owned of of Record and
of Record Owner Record only* Beneficially
- --------------- ------------ ------------
<S> <C> <C>
Retail Class B Shares
Merrill Lynch Pierce Fenner & Smith 10.00% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246
Retail Class C Shares
Merrill Lynch Pierce Fenner & Smith 20.11% -0-
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246
Institutional Class
Commonwealth of Massachusetts 87.97% -0-
One Ashburton Place
12th Floor
Boston, MA 02108
Frontier Trust FBO NDC's 5.25% -0-
Retirement Plans - NR
P. O. Box 20629
Columbus, OH 43220-0629
</TABLE>
As of December 20, 1999, the directors/trustees and officers of the
Company as a group owned beneficially less than 1% of the outstanding shares of
each class of Aggressive Growth, Blue Chip, Capital Development, Charter,
Constellation, Demographic Trends, Large Cap Basic Value, Large Cap Growth, Mid
Cap and Weingarten.
OTHER INFORMATION
Each Prospectus and this Statement of Additional Information omit
certain information contained in the Registration Statement which the Company
has filed with the SEC under the 1933 Act and reference is hereby made to the
Registration Statement for further information with respect to the Funds and the
securities offered hereby. The Registration Statement is available for
inspection by the public at the SEC in Washington, D.C.
- -----------------
* The Funds have no knowledge as to whether all or any portion of the
shares owned of record only are also owned beneficially.
84
<PAGE> 104
APPENDIX
DESCRIPTION OF COMMERCIAL PAPER RATINGS
STANDARD & POOR'S
Commercial paper rated by Standard & Poor's has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at least
two additional channels of borrowing. Basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well-established, and the issuer has a strong position
within the industry. The reliability and quality of management are unquestioned.
The relative strength or weakness of the above factors determines whether the
issuer's Commercial Paper is rated A-1 or A-2. A-1 indicates the degree of
safety regarding time of payment is very strong. A-2 indicates that the capacity
for timely payment is strong, but that the relative degree of safety is not as
overwhelming as for issues designated A-1.
MOODY'S
Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service. Among the factors considered by Moody's
in assigning ratings are the following: (a) evaluation of the management of the
issuer; (b) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (c)
evaluation of the issuer's products in relation to competition and customer
acceptance; (d) liquidity; (e) amount and quality of long-term debt; (f) trend
of earnings over a period of ten years; (g) financial strength of a parent
company and the relationships which exist with the issuer; and (h) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2.
DESCRIPTION OF CORPORATE BOND RATINGS
STANDARD & POOR'S
AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA -- Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small degree.
MOODY'S
Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as "high-grade bonds." They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A-1
<PAGE> 105
FINANCIAL STATEMENTS
FS
<PAGE> 106
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We have audited the accompanying statement of assets and
liabilities of AIM Aggressive Growth Fund (a portfolio of
AIM Equity Funds, Inc.), including the schedule of
investments, as of October 31, 1999, the related
statement of operations for the year then ended, the
statement of changes in net assets for each of the years
in the two-year period then ended, and the financial
highlights for each of the years in the five-year period
then ended. These financial statements and financial
highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion
on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all
material respects, the financial position of AIM
Aggressive Growth Fund as of October 31, 1999, the
results of its operations for the year then ended, the
changes in its net assets for each of the years in the
two-year period then ended and the financial highlights
for each of the years in the five-year period then ended,
in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
------------
KPMG LLP
December 3, 1999
Houston, Texas
FS-1
<PAGE> 107
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS & OTHER EQUITY
INTERESTS-97.03%
AIR FREIGHT-0.39%
Expeditors International of
Washington, Inc. 300,000 $ 11,212,500
- ---------------------------------------------------------------
AIRLINES-0.58%
Alaska Air Group, Inc.(a) 100,000 3,975,000
- ---------------------------------------------------------------
Ryanair Holdings PLC-ADR
(Ireland)(a) 300,000 12,375,000
- ---------------------------------------------------------------
16,350,000
- ---------------------------------------------------------------
AUTO PARTS & EQUIPMENT-0.65%
Gentex Corp.(a) 350,000 6,015,625
- ---------------------------------------------------------------
Meritor Automotive, Inc. 403,300 6,830,894
- ---------------------------------------------------------------
Tower Automotive, Inc.(a) 350,000 5,709,375
- ---------------------------------------------------------------
18,555,894
- ---------------------------------------------------------------
BANKS (REGIONAL)-1.57%
Bank United Corp.-Class A 325,000 12,675,000
- ---------------------------------------------------------------
First Republic Bank(a) 300,000 7,500,000
- ---------------------------------------------------------------
Southwest Bancorp. of Texas, Inc.(a) 750,000 13,031,250
- ---------------------------------------------------------------
Trustmark Corp. 500,000 11,437,500
- ---------------------------------------------------------------
44,643,750
- ---------------------------------------------------------------
BEVERAGES (ALCOHOLIC)-0.32%
Canandaigua Brands, Inc.-Class
A(a) 150,000 9,075,000
- ---------------------------------------------------------------
BROADCASTING (TELEVISION, RADIO &
CABLE)-1.10%
Hispanic Broadcasting Corp.(a) 225,000 18,225,000
- ---------------------------------------------------------------
Radio One, Inc.(a) 260,000 12,967,500
- ---------------------------------------------------------------
31,192,500
- ---------------------------------------------------------------
BUILDING MATERIALS-0.68%
Elcor Corp. 450,000 11,081,250
- ---------------------------------------------------------------
Simpson Manufacturing Co., Inc.(a) 200,000 8,112,500
- ---------------------------------------------------------------
19,193,750
- ---------------------------------------------------------------
CHEMICALS (SPECIALTY)-1.71%
Cambrex Corp. 190,200 5,753,550
- ---------------------------------------------------------------
OM Group, Inc. 500,000 18,750,000
- ---------------------------------------------------------------
Optical Coating Laboratory, Inc. 225,000 24,046,875
- ---------------------------------------------------------------
48,550,425
- ---------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-6.99%
ADTRAN, Inc.(a) 1,000,000 37,125,000
- ---------------------------------------------------------------
ANTEC Corp.(a) 200,000 9,700,000
- ---------------------------------------------------------------
Comverse Technology, Inc.(a) 275,000 31,212,500
- ---------------------------------------------------------------
Dycom Industries, Inc.(a) 311,700 10,149,731
- ---------------------------------------------------------------
Harmonic, Inc.(a) 700,000 41,562,500
- ---------------------------------------------------------------
MasTec, Inc.(a) 500,000 16,375,000
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMUNICATIONS EQUIPMENT-(CONTINUED)
Polycom, Inc.(a) 600,000 $ 30,000,000
- ---------------------------------------------------------------
Proxim, Inc.(a) 250,000 11,703,125
- ---------------------------------------------------------------
Sycamore Networks, Inc.(a) 50,000 10,750,000
- ---------------------------------------------------------------
198,577,856
- ---------------------------------------------------------------
COMPUTERS (HARDWARE)-1.64%
National Instruments Corp.(a) 1,000,000 30,062,500
- ---------------------------------------------------------------
Visual Networks, Inc.(a) 400,000 16,650,000
- ---------------------------------------------------------------
46,712,500
- ---------------------------------------------------------------
COMPUTERS (NETWORKING)-2.98%
Emulex Corp.(a) 400,000 62,375,000
- ---------------------------------------------------------------
Foundry Networks, Inc.(a) 50,100 9,493,950
- ---------------------------------------------------------------
Gadzoox Networks, Inc. 6,300 299,407
- ---------------------------------------------------------------
VeriSign, Inc.(a) 100,000 12,350,000
- ---------------------------------------------------------------
84,518,357
- ---------------------------------------------------------------
COMPUTERS (PERIPHERALS)-4.33%
Actel Corp.(a) 439,500 8,295,562
- ---------------------------------------------------------------
Cybex Computer Products Corp.(a) 350,000 13,671,875
- ---------------------------------------------------------------
DSP Communications, Inc.(a) 650,000 22,871,875
- ---------------------------------------------------------------
Network Appliance, Inc.(a) 125,000 9,250,000
- ---------------------------------------------------------------
QLogic Corp.(a) 300,000 31,237,500
- ---------------------------------------------------------------
SanDisk Corp.(a) 400,000 24,250,000
- ---------------------------------------------------------------
Xircom, Inc.(a) 264,400 13,335,675
- ---------------------------------------------------------------
122,912,487
- ---------------------------------------------------------------
COMPUTERS (SOFTWARE & SERVICES)-10.35%
Business Objects S.A.-ADR
(France)(a) 250,000 18,000,000
- ---------------------------------------------------------------
Check Point Software Technologies
Ltd. (Israel)(a) 300,000 34,706,250
- ---------------------------------------------------------------
Citrix Systems, Inc.(a) 250,000 16,031,250
- ---------------------------------------------------------------
Concord Communications, Inc.(a) 150,000 7,790,625
- ---------------------------------------------------------------
Electronics for Imaging, Inc.(a) 400,000 16,125,000
- ---------------------------------------------------------------
Gemstar International Group Ltd.(a) 200,000 17,375,000
- ---------------------------------------------------------------
ISS Group, Inc.(a) 200,000 7,625,000
- ---------------------------------------------------------------
Macromedia, Inc.(a) 225,000 14,498,437
- ---------------------------------------------------------------
Mercury Interactive Corp.(a) 300,000 24,337,500
- ---------------------------------------------------------------
Micromuse, Inc.(a) 125,000 13,359,375
- ---------------------------------------------------------------
Mission Critical Software, Inc.(a) 238,900 14,065,237
- ---------------------------------------------------------------
Peregrine Systems, Inc.(a) 250,000 10,968,750
- ---------------------------------------------------------------
QRS Corp.(a) 152,550 8,485,594
- ---------------------------------------------------------------
Rational Software Corp.(a) 550,000 23,512,500
- ---------------------------------------------------------------
ScanSource, Inc.(a) 200,000 6,775,000
- ---------------------------------------------------------------
Symantec Corp.(a) 250,000 11,937,500
- ---------------------------------------------------------------
</TABLE>
FS-2
<PAGE> 108
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMPUTERS (SOFTWARE & SERVICES)-(CONTINUED)
Transaction Systems Architects,
Inc.- Class A(a) 200,000 $ 6,150,000
- ---------------------------------------------------------------
VERITAS Software Corp.(a) 200,000 21,575,000
- ---------------------------------------------------------------
Verity, Inc.(a) 300,000 20,662,500
- ---------------------------------------------------------------
293,980,518
- ---------------------------------------------------------------
CONSUMER (JEWELRY, NOVELTIES & GIFTS)-0.44%
Fossil, Inc.(a) 450,000 12,431,250
- ---------------------------------------------------------------
CONSUMER FINANCE-0.27%
AmeriCredit Corp.(a) 250,000 4,343,750
- ---------------------------------------------------------------
Doral Financial Corp. 251,200 3,218,500
- ---------------------------------------------------------------
7,562,250
- ---------------------------------------------------------------
DISTRIBUTORS (FOOD & HEALTH)-0.53%
Patterson Dental Co.(a) 335,900 15,136,494
- ---------------------------------------------------------------
ELECTRICAL EQUIPMENT-4.79%
Black Box Corp.(a) 300,000 15,225,000
- ---------------------------------------------------------------
CommScope, Inc.(a) 500,000 19,937,500
- ---------------------------------------------------------------
Cree Research, Inc.(a) 600,000 25,612,500
- ---------------------------------------------------------------
DII Group, Inc.(a) 350,000 12,600,000
- ---------------------------------------------------------------
Pinnacle Systems, Inc.(a) 400,000 11,100,000
- ---------------------------------------------------------------
Sanmina Corp.(a) 200,000 18,012,500
- ---------------------------------------------------------------
Sawtek, Inc.(a) 400,000 16,400,000
- ---------------------------------------------------------------
Vishay Intertechnology, Inc.(a) 700,000 17,106,250
- ---------------------------------------------------------------
135,993,750
- ---------------------------------------------------------------
ELECTRONICS (COMPONENT DISTRIBUTORS)-0.56%
C-COR.net Corp.(a) 150,000 5,887,500
- ---------------------------------------------------------------
Power-One, Inc.(a) 500,000 10,000,000
- ---------------------------------------------------------------
15,887,500
- ---------------------------------------------------------------
ELECTRONICS (DEFENSE)-0.14%
Aeroflex, Inc.(a) 700,000 3,893,750
- ---------------------------------------------------------------
ELECTRONICS (INSTRUMENTATION)-2.50%
Alpha Industries, Inc.(a) 899,950 49,722,237
- ---------------------------------------------------------------
Waters Corp.(a) 400,000 21,250,000
- ---------------------------------------------------------------
70,972,237
- ---------------------------------------------------------------
ELECTRONICS (SEMICONDUCTORS)-9.92%
ANADIGICS, Inc.(a) 400,000 15,400,000
- ---------------------------------------------------------------
Applied Micro Circuits Corp.(a) 500,000 38,906,250
- ---------------------------------------------------------------
ATMI, Inc.(a) 500,000 13,468,750
- ---------------------------------------------------------------
Burr-Brown Corp.(a) 300,000 11,793,750
- ---------------------------------------------------------------
Dallas Semiconductor Corp. 350,000 20,606,250
- ---------------------------------------------------------------
Micrel, Inc.(a) 300,000 16,312,500
- ---------------------------------------------------------------
Microchip Technology, Inc.(a) 750,000 49,968,750
- ---------------------------------------------------------------
PMC-Sierra, Inc.(a) 200,000 18,850,000
- ---------------------------------------------------------------
SDL, Inc.(a) 300,000 36,993,750
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
ELECTRONICS (SEMICONDUCTORS)-(CONTINUED)
Semtech Corp.(a) 600,000 $ 22,987,500
- ---------------------------------------------------------------
Texas Instruments, Inc. 251,150 22,540,712
- ---------------------------------------------------------------
TranSwitch Corp.(a) 100,000 4,706,250
- ---------------------------------------------------------------
Vitesse Semiconductor Corp.(a) 200,000 9,175,000
- ---------------------------------------------------------------
281,709,462
- ---------------------------------------------------------------
ENTERTAINMENT-0.18%
Cinar Films, Inc.-Class B
(Canada)(a) 300,000 5,212,500
- ---------------------------------------------------------------
EQUIPMENT (SEMICONDUCTOR)-2.54%
Advanced Energy Industries, Inc.(a) 400,000 16,450,000
- ---------------------------------------------------------------
Asyst Technologies, Inc.(a) 500,000 19,375,000
- ---------------------------------------------------------------
Brooks Automation, Inc.(a) 200,000 3,800,000
- ---------------------------------------------------------------
Credence Systems Corp.(a) 300,000 13,687,500
- ---------------------------------------------------------------
Cymer, Inc.(a) 200,000 7,387,500
- ---------------------------------------------------------------
Etec Systems, Inc.(a) 300,000 11,456,250
- ---------------------------------------------------------------
72,156,250
- ---------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-0.73%
NCO Group, Inc.(a) 200,000 8,475,000
- ---------------------------------------------------------------
SEI Investments Co. 125,000 12,183,594
- ---------------------------------------------------------------
20,658,594
- ---------------------------------------------------------------
FOODS-0.44%
Hain Food Group, Inc. (The)(a) 500,000 12,531,250
- ---------------------------------------------------------------
FOOTWEAR-0.50%
Steven Madden, Ltd.(a) 500,000 6,125,000
- ---------------------------------------------------------------
Vans, Inc.(a)(b) 718,400 8,082,000
- ---------------------------------------------------------------
14,207,000
- ---------------------------------------------------------------
GAMING, LOTTERY & PARIMUTUEL
COMPANIES-0.43%
Station Casinos, Inc.(a) 500,000 12,093,750
- ---------------------------------------------------------------
HEALTH CARE (DRUGS-GENERIC & OTHER)-1.22%
Alpharma, Inc.-Class A 495,834 17,447,159
- ---------------------------------------------------------------
Biovail Corporation International
(Canada)(a) 175,000 9,657,813
- ---------------------------------------------------------------
Medicis Pharmaceutical
Corp.-Class A(a) 243,000 7,411,500
- ---------------------------------------------------------------
34,516,472
- ---------------------------------------------------------------
HEALTH CARE (HOSPITAL MANAGEMENT)-0.30%
Health Management Associates,
Inc.-Class A(a) 500,000 4,437,500
- ---------------------------------------------------------------
Province Healthcare Co.(a) 250,000 4,031,250
- ---------------------------------------------------------------
8,468,750
- ---------------------------------------------------------------
HEALTH CARE (MANAGED CARE)-0.56%
Express Scripts, Inc.-Class A(a) 325,000 15,965,625
- ---------------------------------------------------------------
</TABLE>
FS-3
<PAGE> 109
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-1.77%
ResMed, Inc.(a) 250,000 $ 8,656,250
- ---------------------------------------------------------------
Sybron International Corp.(a) 250,000 5,953,125
- ---------------------------------------------------------------
Syncor International Corp.(a) 132,000 4,834,500
- ---------------------------------------------------------------
VISX, Inc.(a) 250,000 15,640,625
- ---------------------------------------------------------------
Xomed Surgical Products, Inc.(a) 250,000 15,203,125
- ---------------------------------------------------------------
50,287,625
- ---------------------------------------------------------------
HEALTH CARE (SPECIALIZED SERVICES)-1.51%
Advance Paradigm, Inc.(a) 100,000 4,262,500
- ---------------------------------------------------------------
Hooper Holmes, Inc. 600,000 16,125,000
- ---------------------------------------------------------------
OEC Medical Systems, Inc.(a) 350,000 12,468,750
- ---------------------------------------------------------------
Res-Care, Inc.(a) 150,000 2,184,375
- ---------------------------------------------------------------
Techne Corp.(a) 200,000 7,875,000
- ---------------------------------------------------------------
42,915,625
- ---------------------------------------------------------------
INVESTMENT BANKING/BROKERAGE-0.52%
Hambrecht & Quist Group(a) 300,000 14,812,500
- ---------------------------------------------------------------
INVESTMENT MANAGEMENT-0.47%
Affiliated Managers Group,
Inc.(a) 100,000 2,675,000
- ---------------------------------------------------------------
Eaton Vance Corp. 316,100 10,806,669
- ---------------------------------------------------------------
13,481,669
- ---------------------------------------------------------------
LEISURE TIME (PRODUCTS)-0.66%
International Speedway
Corp.-Class A 195,100 10,072,038
- ---------------------------------------------------------------
Speedway Motorsports, Inc.(a) 200,000 8,725,000
- ---------------------------------------------------------------
18,797,038
- ---------------------------------------------------------------
MANUFACTURING (DIVERSIFIED)-0.92%
Kopin Corp.(a) 248,900 10,453,800
- ---------------------------------------------------------------
Pentair, Inc. 150,000 5,643,750
- ---------------------------------------------------------------
Spartech Corp. 350,000 10,018,750
- ---------------------------------------------------------------
26,116,300
- ---------------------------------------------------------------
MANUFACTURING (SPECIALIZED)-0.45%
Astec Industries, Inc.(a) 300,000 7,031,250
- ---------------------------------------------------------------
Jore Corp.(a) 500,000 5,812,500
- ---------------------------------------------------------------
12,843,750
- ---------------------------------------------------------------
NATURAL GAS-0.46%
Kinder Morgan, Inc. 650,000 13,081,250
- ---------------------------------------------------------------
OIL & GAS (DRILLING & EQUIPMENT)-2.41%
Cal Dive International, Inc.(a) 200,000 6,725,000
- ---------------------------------------------------------------
Core Laboratories N.V.
(Netherlands)(a) 750,000 13,781,250
- ---------------------------------------------------------------
Global Industries Ltd.(a) 400,000 3,200,000
- ---------------------------------------------------------------
Marine Drilling Companies, Inc.(a) 600,000 9,712,500
- ---------------------------------------------------------------
Maverick Tube Corp.(a)(b) 1,000,000 18,500,000
- ---------------------------------------------------------------
National-Oilwell, Inc.(a) 250,000 3,390,625
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
OIL & GAS (DRILLING & EQUIPMENT)-(CONTINUED)
Patterson Energy, Inc.(a) 1,000,000 $ 12,812,500
- ---------------------------------------------------------------
Varco International, Inc.(a) 28,300 298,919
- ---------------------------------------------------------------
68,420,794
- ---------------------------------------------------------------
OIL & GAS (EXPLORATION & PRODUCTION)-1.20%
Cabot Oil & Gas Corp.-Class A 250,000 4,031,250
- ---------------------------------------------------------------
Evergreen Resources, Inc.(a) 375,000 8,109,375
- ---------------------------------------------------------------
Newfield Exploration Co.(a) 500,000 14,718,750
- ---------------------------------------------------------------
Stone Energy Corp.(a) 150,000 7,293,750
- ---------------------------------------------------------------
34,153,125
- ---------------------------------------------------------------
PERSONAL CARE-0.11%
Steiner Leisure Ltd.(a) 162,500 3,077,344
- ---------------------------------------------------------------
PUBLISHING-0.38%
IDG Books Worldwide, Inc.-Class
A(a) 400,000 7,150,000
- ---------------------------------------------------------------
Meredith Corp. 100,000 3,568,750
- ---------------------------------------------------------------
10,718,750
- ---------------------------------------------------------------
RAILROADS-0.21%
MotivePower Industries, Inc.(a) 500,000 5,968,750
- ---------------------------------------------------------------
RESTAURANTS-2.28%
CEC Entertainment, Inc.(a) 800,000 25,650,000
- ---------------------------------------------------------------
Jack in the Box, Inc.(a) 600,000 14,437,500
- ---------------------------------------------------------------
Papa John's International, Inc.(a) 100,000 3,737,500
- ---------------------------------------------------------------
Sonic Corp.(a) 750,000 21,000,000
- ---------------------------------------------------------------
64,825,000
- ---------------------------------------------------------------
RETAIL (COMPUTERS & ELECTRONICS)-1.63%
CDW Computer Centers, Inc.(a) 750,000 46,312,500
- ---------------------------------------------------------------
RETAIL (DISCOUNTERS)-0.43%
99 Cents Only Stores(a) 411,381 12,290,007
- ---------------------------------------------------------------
RETAIL (FOOD CHAINS)-0.62%
Wild Oats Markets, Inc.(a) 500,000 17,625,000
- ---------------------------------------------------------------
RETAIL (SPECIALTY)-4.12%
BOWLIN Outdoor Advertising &
Travel Centers Inc.(a) 179,200 851,200
- ---------------------------------------------------------------
Cost Plus, Inc.(a) 375,000 13,687,500
- ---------------------------------------------------------------
Footstar, Inc.(a) 150,000 5,250,000
- ---------------------------------------------------------------
Hibbett Sporting Goods, Inc.(a) 200,000 3,187,500
- ---------------------------------------------------------------
Linens 'n Things, Inc.(a) 450,000 17,887,500
- ---------------------------------------------------------------
Michaels Stores, Inc.(a) 600,000 20,137,500
- ---------------------------------------------------------------
O'Reilly Automotive, Inc.(a) 750,000 32,718,750
- ---------------------------------------------------------------
Sunglass Hut International, Inc.(a) 353,200 4,260,475
- ---------------------------------------------------------------
Tuesday Morning Corp.(a) 150,000 3,450,000
- ---------------------------------------------------------------
</TABLE>
FS-4
<PAGE> 110
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
RETAIL (SPECIALTY)-(CONTINUED)
Zale Corp.(a) 375,000 $ 15,703,125
- ---------------------------------------------------------------
117,133,550
- ---------------------------------------------------------------
RETAIL (SPECIALTY-APPAREL)-5.56%
American Eagle Outfitters, Inc.(a) 749,350 32,081,547
- ---------------------------------------------------------------
AnnTaylor Stores Corp.(a) 450,000 19,153,125
- ---------------------------------------------------------------
Buckle, Inc. (The)(a) 750,000 12,375,000
- ---------------------------------------------------------------
Children's Place Retail Stores,
Inc. (The)(a) 500,000 13,031,250
- ---------------------------------------------------------------
Men's Wearhouse, Inc. (The)(a) 1,500,000 32,906,250
- ---------------------------------------------------------------
Pacific Sunwear of California(a) 600,000 18,112,500
- ---------------------------------------------------------------
Talbots, Inc. (The) 350,000 16,471,875
- ---------------------------------------------------------------
Too Inc.(a) 870,400 13,926,400
- ---------------------------------------------------------------
158,057,947
- ---------------------------------------------------------------
SAVINGS & LOAN COMPANIES-0.33%
Queens County Bancorp, Inc. 300,000 9,431,250
- ---------------------------------------------------------------
SERVICES (ADVERTISING/MARKETING)-0.30%
Metris Companies, Inc. 250,000 8,609,375
- ---------------------------------------------------------------
SERVICES (COMMERCIAL & CONSUMER)-1.61%
Championship Auto Racing Teams,
Inc.(a) 100,000 2,293,750
- ---------------------------------------------------------------
Copart, Inc.(a) 300,000 6,900,000
- ---------------------------------------------------------------
G & K Services, Inc.-Class A 250,000 9,390,625
- ---------------------------------------------------------------
Iron Mountain, Inc.(a) 200,000 6,050,000
- ---------------------------------------------------------------
Provant, Inc.(a) 250,000 4,406,250
- ---------------------------------------------------------------
Regis Corp. 595,000 11,044,688
- ---------------------------------------------------------------
Ritchie Bros. Auctioneers, Inc.
(Canada)(a) 155,100 5,564,213
- ---------------------------------------------------------------
45,649,526
- ---------------------------------------------------------------
SERVICES (COMPUTER SYSTEMS)-1.67%
Insight Enterprises, Inc.(a) 1,000,000 37,375,000
- ---------------------------------------------------------------
Sykes Enterprises, Inc.(a) 322,400 9,954,100
- ---------------------------------------------------------------
47,329,100
- ---------------------------------------------------------------
SERVICES (DATA PROCESSING)-4.65%
Affiliated Computer Services,
Inc.-Class A(a) 500,000 19,000,000
- ---------------------------------------------------------------
CheckFree Holdings Corp.(a) 250,000 9,343,750
- ---------------------------------------------------------------
Concord EFS, Inc.(a) 2,000,000 54,125,000
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
SERVICES (DATA PROCESSING)-(CONTINUED)
FactSet Research Systems, Inc. 87,250 $ 5,796,672
- ---------------------------------------------------------------
MedQuist, Inc.(a) 300,000 9,600,000
- ---------------------------------------------------------------
National Computer Systems, Inc. 550,000 20,796,875
- ---------------------------------------------------------------
NOVA Corp.(a) 514,500 13,377,000
- ---------------------------------------------------------------
132,039,297
- ---------------------------------------------------------------
SERVICES (EMPLOYMENT)-0.30%
Select Appointments Holdings
PLC-ADR (United Kingdom)(a) 250,000 8,500,000
- ---------------------------------------------------------------
SERVICES (FACILITIES & ENVIRONMENTAL)-0.08%
Tetra Tech, Inc.(a) 150,000 2,381,250
- ---------------------------------------------------------------
SPECIALTY PRINTING-0.23%
Valassis Communications, Inc.(a) 150,000 6,450,000
- ---------------------------------------------------------------
TELECOMMUNICATIONS (CELLULAR/
WIRELESS)-1.86%
Powerwave Technologies, Inc.(a) 650,000 42,290,625
- ---------------------------------------------------------------
Western Wireless Corp.-Class A(a) 200,000 10,575,000
- ---------------------------------------------------------------
52,865,625
- ---------------------------------------------------------------
TEXTILES (APPAREL)-0.50%
Quicksilver, Inc.(a) 1,000,000 14,125,000
- ---------------------------------------------------------------
TRUCKERS-0.45%
M.S. Carriers, Inc.(a) 100,000 2,825,000
- ---------------------------------------------------------------
Swift Transportation Co., Inc.(a) 565,050 9,853,059
- ---------------------------------------------------------------
12,678,059
- ---------------------------------------------------------------
Total Common Stocks & Other
Equity Interests (Cost
$1,689,695,716) 2,755,849,427
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
MONEY MARKET FUNDS-3.06%
STIC Liquid Assets Portfolio(c) 43,505,394 43,505,394
- ---------------------------------------------------------------
STIC Prime Portfolio(c) 43,505,394 43,505,394
- ---------------------------------------------------------------
Total Money Market Funds
(Cost $87,010,788) 87,010,788
- ---------------------------------------------------------------
TOTAL INVESTMENTS-100.09% 2,842,860,215
- ---------------------------------------------------------------
LIABILITIES LESS OTHER
ASSETS-(0.09%) (2,688,333)
- ---------------------------------------------------------------
NET ASSETS-100.00% $2,840,171,882
===============================================================
</TABLE>
Investment Abbreviations:
ADR - American Depositary Receipt
Notes to Schedule of Investments:
(a) Non-income producing security.
(b) Affiliated issuers are those in which the Funds's holdings of an issuer
represent 5% or more of the outstanding voting securities of the issuer. The
Fund has not owned enough of the outstanding voting securities of any issuer
to have control (as defined in the Investment Co. Act of 1940) of that
issuer. The aggregate market value of affiliated issuers as of 10/31/99 was
$26,582,000 which represented 0.94% of the Fund's net assets.
(c) The security shares the same investment advisor as the Fund.
See Notes to Financial Statements.
FS-5
<PAGE> 111
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$1,776,706,504) $2,842,860,215
- --------------------------------------------------------
Receivables for:
Investments sold 17,937,284
- --------------------------------------------------------
Capital stock sold 2,011,926
- --------------------------------------------------------
Dividends and interest 830,933
- --------------------------------------------------------
Investment for deferred compensation
plan 59,470
- --------------------------------------------------------
Other assets 10,582
- --------------------------------------------------------
Total assets 2,863,710,410
- --------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 14,775,635
- --------------------------------------------------------
Capital stock reacquired 5,415,822
- --------------------------------------------------------
Deferred compensation 59,470
- --------------------------------------------------------
Accrued advisory fees 1,481,082
- --------------------------------------------------------
Accrued administrative services fees 15,920
- --------------------------------------------------------
Accrued distribution fees 857,774
- --------------------------------------------------------
Accrued directors' fees 2,918
- --------------------------------------------------------
Accrued transfer agent fees 398,490
- --------------------------------------------------------
Accrued operating expenses 531,417
- --------------------------------------------------------
Total liabilities 23,538,528
- --------------------------------------------------------
Net assets applicable to shares
outstanding $2,840,171,882
========================================================
NET ASSETS:
Class A $2,808,450,928
- --------------------------------------------------------
Class B $ 24,913,645
- --------------------------------------------------------
Class C $ 6,807,309
- --------------------------------------------------------
CAPITAL STOCK, $0.001 PAR VALUE PER
SHARE:
Class A:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 50,506,475
========================================================
Class B:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 450,958
========================================================
Class C:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 123,217
========================================================
Class A:
Net asset value and redemption price
per share $ 55.61
- --------------------------------------------------------
Offering price per share:
(Net asset value of $55.61
divided by 94.50%) $ 58.85
========================================================
Class B:
Net asset value and offering price per
share $ 55.25
========================================================
Class C:
Net asset value and offering price per
share $ 55.25
========================================================
</TABLE>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $6,700 foreign
withholding tax) $ 3,562,554
- -------------------------------------------------------
Interest 7,254,618
- -------------------------------------------------------
Total investment income 10,817,172
- -------------------------------------------------------
EXPENSES:
Advisory fees 17,085,022
- -------------------------------------------------------
Administrative services fees 126,956
- -------------------------------------------------------
Custodian fees 254,206
- -------------------------------------------------------
Directors' fees 25,194
- -------------------------------------------------------
Distribution fees-Class A 6,704,485
- -------------------------------------------------------
Distribution fees-Class B 79,099
- -------------------------------------------------------
Distribution fees-Class C 21,997
- -------------------------------------------------------
Transfer agent fees-Class A 4,294,353
- -------------------------------------------------------
Transfer agent fees-Class B 26,683
- -------------------------------------------------------
Transfer agent fees-Class C 6,528
- -------------------------------------------------------
Other 931,386
- -------------------------------------------------------
Total expenses 29,555,909
- -------------------------------------------------------
Less: Expenses paid indirectly (57,022)
- -------------------------------------------------------
Net expenses 29,498,887
- -------------------------------------------------------
Net investment income (loss) (18,681,715)
- -------------------------------------------------------
REALIZED AND UNREALIZED GAIN FROM
INVESTMENT SECURITIES:
Net realized gain from investment
securities 401,315,614
- -------------------------------------------------------
Change in net unrealized appreciation of
investment securities 514,158,866
- -------------------------------------------------------
Net gain from investment
securities 915,474,480
- -------------------------------------------------------
Net increase in net assets resulting from
operations $896,792,765
=======================================================
</TABLE>
See Notes to Financial Statements.
FS-6
<PAGE> 112
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED OCTOBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment (loss) $ (18,681,715) $ (21,818,881)
- ---------------------------------------------------------------------------------------------
Net realized gain from investment securities, futures and
option contracts 401,315,614 22,492,829
- ---------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) of
investment securities, futures and option contracts 514,158,866 (542,787,104)
- ---------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations 896,792,765 (542,113,156)
- ---------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gains-Class
A (25,067,232) (135,730,479)
- ---------------------------------------------------------------------------------------------
Share transactions--net:
Class A (697,955,629) (548,376,018)
- ---------------------------------------------------------------------------------------------
Class B 22,307,605 --
- ---------------------------------------------------------------------------------------------
Class C 6,056,717 --
- ---------------------------------------------------------------------------------------------
Net increase (decrease) in net assets 202,134,226 (1,226,219,653)
- ---------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 2,638,037,656 3,864,257,309
- ---------------------------------------------------------------------------------------------
End of period $2,840,171,882 $2,638,037,656
=============================================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $1,384,638,292 $2,060,980,954
- ---------------------------------------------------------------------------------------------
Undistributed net investment (loss) (148,328) (117,968)
- ---------------------------------------------------------------------------------------------
Undistributed net realized gain from investment
securities, futures and option contracts 389,528,207 25,179,825
- ---------------------------------------------------------------------------------------------
Unrealized appreciation of investment securities, futures
and option contracts 1,066,153,711 551,994,845
- ---------------------------------------------------------------------------------------------
$2,840,171,882 $2,638,037,656
=============================================================================================
</TABLE>
See Notes to Financial Statements.
FS-7
<PAGE> 113
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Aggressive Growth Fund (the "Fund") is a series portfolio of AIM Equity
Funds, Inc. (the "Company"). The Company is a Maryland corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end series management investment company consisting of ten separate
portfolios. The Fund currently offers three different classes of shares: Class A
shares, Class B shares and Class C shares. Class A shares are sold with a
front-end sales charge. Class B shares and Class C shares are sold with a
contingent deferred sales charge. Matters affecting each portfolio or class will
be voted on exclusively by the shareholders of such portfolio or class. The
assets, liabilities and operations of each portfolio are accounted for
separately. Information presented in these financial statements pertains only to
the Fund. The Fund's investment objective is to achieve long-term growth of
capital by investing primarily in common stocks of companies whose earnings the
Fund's portfolio managers expect to grow more than 15% per year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular
day, the security is valued at the closing bid price on that day. Each
security reported on the NASDAQ National Market System is valued at the last
sales price on the valuation date or absent a last sales price, at the
closing bid price. Debt obligations (including convertible bonds) are valued
on the basis of prices provided by an independent pricing service. Prices
provided by the pricing service may be determined without exclusive reliance
on quoted prices, and may reflect appropriate factors such as yield, type of
issue, coupon rate and maturity date. Securities for which market prices are
not provided by any of the above methods are valued based upon quotes
furnished by independent sources and are valued at the last bid price in the
case of equity securities and in the case of debt obligations, the mean
between the last bid and asked prices. Securities for which market
quotations are not readily available or are questionable are valued at fair
value as determined in good faith by or under the supervision of the
Company's officers in a manner specifically authorized by the Board of
Directors of the Company. Short-term obligations having 60 days or less to
maturity are valued at amortized cost which approximates market value. For
purposes of determining net asset value per share, futures and options
contracts generally will be valued 15 minutes after the close of trading of
the New York Stock Exchange ("NYSE").
Generally, trading in foreign securities is substantially completed
each day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the NYSE
which would not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair value
as determined in good faith by or under the supervision of the Board of
Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date. On October 31,
1999, undistributed net investment income increased by $18,651,355,
undistributed net realized gains decreased by $11,900,000 and paid in
capital decreased $6,751,355 as a result of equalization credits and net
operating loss reclassifications in order to comply with the requirements of
the American Institute of Certified Public Accountants Statement of Position
93-2. Net assets of the Fund were unaffected by the reclassification
discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements.
D. Expenses -- Distribution expenses and transfer agency expenses directly
attributable to a class of shares are charged to that class' operations. All
other expenses which are attributable to more than one class are allocated
among the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.80% of
the first $150 million of the Fund's average daily net assets, plus 0.625% of
the Fund's average daily net assets in excess of $150 million.
FS-8
<PAGE> 114
The Fund, pursuant to a master administrative services agreement with AIM,
has agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the year ended October 31, 1999, AIM was
paid $126,956 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the year ended October 31, 1999, AFS
was paid $2,216,555 for such services.
The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares of the Fund. The Company has adopted a plan
pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A
shares, Class B shares and Class C shares (collectively the "Plans"). The Fund ,
pursuant to the Plans, pays AIM Distributors compensation at the annual rate of
0.25% of the Fund's average daily net assets of Class A shares and 1.00% of the
average daily net assets of Class B and C shares. Of these amounts, the Fund may
pay a service fee of 0.25% of the average daily net assets of the Class A, Class
B or Class C shares to selected dealers and financial institutions who furnish
continuing personal shareholder services to their customers who purchase and own
the appropriate class of shares of the Fund. Any amounts not paid as a service
fee under the Plans would constitute an asset-based sales charge. The Plans also
impose a cap on the total sales charges, including asset-based sales charges
that may be paid by the respective classes. During the year ended October 31,
1999, the Class A, Class B and Class C shares paid AIM Distributors $6,704,485,
$79,099 and $21,997, respectively, as compensation under the Plans.
AIM Distributors received commissions of $711,447 from sales of the
Class A shares of the Fund during the year ended October 31, 1999. Such
commissions are not an expense of the Fund. They are deducted from, and are
not included in, the proceeds from sales of Class A shares. During the year
ended October 31, 1999, AIM Distributors received $45,944 in contingent
deferred sales charges imposed on redemptions of Fund shares. Certain officers
and directors of the Company are officers and directors of AIM, AFS and AIM
Distributors. During the year ended October 31, 1999, the Fund paid legal fees
of $8,655 for services rendered by Kramer, Levin, Naftalis & Frankel LLP as
counsel to the Company's directors. A member of that firm is a director of the
Company.
NOTE 3-INDIRECT EXPENSES
During the year ended October 31, 1999, the Fund received reductions in transfer
agency fees from AFS (an affiliate of AIM) and reductions in custodian fees of
$32,326 and $24,696, respectively, under expense offset arrangements. The effect
of the above arrangements resulted in a reduction of the Fund's total expenses
of $57,022 during the year ended October 31, 1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. Prior to
May 28, 1999, the commitment fee rate was 0.05%. The commitment fee is allocated
among the funds based on their respective average net assets for the period.
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$1,887,305,705 and $2,452,977,749, respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of
investment securities $1,126,699,833
- ----------------------------------------------------------
Aggregate unrealized (depreciation) of
investment securities (62,026,958)
- ----------------------------------------------------------
Net unrealized appreciation of investment
securities $1,064,672,875
==========================================================
</TABLE>
Cost of investments for tax purposes is $1,778,187,340.
FS-9
<PAGE> 115
NOTE 7-CAPITAL STOCK
Changes in capital stock outstanding during the years ended October 31, 1999 and
1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
----------------------------- ----------------------------
SHARES AMOUNT SHARES AMOUNT
----------- --------------- ----------- --------------
<S> <C> <C> <C> <C>
Sold:
Class A 20,202,014 $ 945,046,848 40,244,020 $1,856,544,416
- --------------------------------------------------------------------------------------------------------------------------
Class B* 515,321 25,493,142 -- --
- --------------------------------------------------------------------------------------------------------------------------
Class C* 137,866 6,796,692 -- --
- --------------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
Class A 522,585 23,265,335 2,928,346 126,973,169
- --------------------------------------------------------------------------------------------------------------------------
Reacquired:
Class A (35,925,286) (1,666,267,812) (54,802,587) (2,531,893,603)
- --------------------------------------------------------------------------------------------------------------------------
Class B* (64,363) (3,185,537) -- --
- --------------------------------------------------------------------------------------------------------------------------
Class C* (14,649) (739,975) -- --
- --------------------------------------------------------------------------------------------------------------------------
(14,626,512) $ (669,591,307) (11,630,221) $ (548,376,018)
==========================================================================================================================
</TABLE>
* Class B shares and Class C shares commenced sales on March 1, 1999.
NOTE 8-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A capital stock
outstanding during each of the years in the five-year period ended October 31,
1999 and for a share of Class B and Class C capital stock outstanding during the
period March 1, 1999 (date sales commenced) through October 31, 1999.
<TABLE>
<CAPTION>
CLASS A
--------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 40.15 $ 49.97 $ 44.93 $ 40.13 $ 28.37
- ----------------------------------------------------------- ---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income (loss) (0.37) (0.33) (0.26) (0.32) (0.04)
- ----------------------------------------------------------- ---------- ---------- ---------- ---------- ----------
Net gains (losses) on securities (both realized and
unrealized) 16.22 (7.71) 7.60 6.09 11.80
- ----------------------------------------------------------- ---------- ---------- ---------- ---------- ----------
Total from investment operations 15.85 (8.04) 7.34 5.77 11.76
- ----------------------------------------------------------- ---------- ---------- ---------- ---------- ----------
Less distributions:
Distributions from net realized gains (0.39) (1.78) (2.30) (0.97) --
- ----------------------------------------------------------- ---------- ---------- ---------- ---------- ----------
Net asset value, end of period $ 55.61 $ 40.15 $ 49.97 $ 44.93 $ 40.13
=========================================================== ========== ========== ========== ========== ==========
Total return(a) 39.73% (16.36)% 17.35% 14.77% 41.45%
=========================================================== ========== ========== ========== ========== ==========
Ratios/supplemental data:
Net assets, end of period (000s omitted) $2,808,451 $2,638,038 $3,864,257 $2,750,564 $2,245,554
=========================================================== ========== ========== ========== ========== ==========
Ratio of expenses to average net assets(b) 1.09%(c) 1.06% 1.06% 1.11% 1.08%
=========================================================== ========== ========== ========== ========== ==========
Ratio of net investment income (loss) to average net
assets(d) (0.69)%(c) (0.64)% (0.65)% (0.76)% (0.19)%
=========================================================== ========== ========== ========== ========== ==========
Portfolio turnover rate 75% 69% 73% 79% 52%
=========================================================== ========== ========== ========== ========== ==========
</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 was
1.15% for 1995.
(c) Ratios are based on average net assets of $2,681,793,909.
(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
reimbursements was (0.26)% for 1995.
<TABLE>
<CAPTION>
CLASS B CLASS C
------- -------
1999 1999
------- -------
<S> <C> <C>
Net asset value, beginning of period $ 43.41 $ 43.41
- ------------------------------------------------------------ ------- -------
Income from investment operations:
Net investment income (loss) (0.28) (0.28)
- ------------------------------------------------------------ ------- -------
Net gains (losses) on securities (both realized and
unrealized) 12.12 12.12
- ------------------------------------------------------------ ------- -------
Total from investment operations 11.84 11.84
- ------------------------------------------------------------ ------- -------
Net asset value, end of period $ 55.25 $ 55.25
============================================================ ======= =======
Total return(a) 27.27% 27.27%
============================================================ ======= =======
Ratios/supplemental data:
Net assets, end of period (000s omitted) $24,914 $ 6,807
============================================================ ======= =======
Ratio of expenses to average net assets 2.08%(b) 2.08%(b)
============================================================ ======= =======
Ratio of net investment income (loss) to average net assets (1.68)%(b) (1.68)%(b)
============================================================ ======= =======
Portfolio turnover rate 75% 75%
============================================================ ======= =======
</TABLE>
(a) Does not deduct contingent deferred sales charges and is not annualized for
periods less than one year.
(b) Ratios are annualized and based on average net assets of $11,337,167 and
$3,277,217 for Class B and Class C, respectively.
FS-10
<PAGE> 116
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We have audited the accompanying statements of assets and
liabilities of AIM Blue Chip Fund (a portfolio of AIM
Equity Funds, Inc.), including the schedule of
investments, as of October 31, 1999, the related
statement of operations for the year then ended, the
statement of changes in net assets for each of the years
in the two-year period then ended and financial
highlights for each of the years in the three-year period
then ended, the one month period ended October 31, 1996,
and the year ended September 30, 1996. These financial
statements and financial highlights are the
responsibility of the Fund's management. Our
responsibility is to express an opinion on these
financial statements and financial highlights based on
our audits. The financial highlights for each of the
years in the two-year period ended September 30, 1995
were audited by other auditors whose report thereon,
dated October 25, 1995, expressed an unqualified opinion
on those financial highlights.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all
material respects, the financial position of AIM Blue
Chip Fund as of October 31, 1999, the results of its
operations for the year then ended, the changes in its
net assets for each of the years in the two-year period
then ended and financial highlights for each of the years
in the three-year period then ended, the one-month ended
October 31, 1996, and the year ended September 30, 1996
in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
------------
KPMG LLP
December 3, 1999
Houston, Texas
FS-11
<PAGE> 117
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS & OTHER EQUITY
INTERESTS-91.18%
AIRLINES-0.27%
Delta Air Lines, Inc. 225,000 $ 12,248,437
- ---------------------------------------------------------------
AUTO PARTS & EQUIPMENT-0.41%
Lear Corp.(a) 550,000 18,562,500
- ---------------------------------------------------------------
BANKS (MAJOR REGIONAL)-1.83%
Fifth Third Bancorp 450,000 33,215,625
- ---------------------------------------------------------------
State Street Corp. 275,000 20,934,375
- ---------------------------------------------------------------
Wells Fargo Co. 600,000 28,725,000
- ---------------------------------------------------------------
82,875,000
- ---------------------------------------------------------------
BANKS (MONEY CENTER)-2.05%
Bank of America Corp. 325,000 20,921,875
- ---------------------------------------------------------------
Chase Manhattan Corp. (The) 825,000 72,084,375
- ---------------------------------------------------------------
93,006,250
- ---------------------------------------------------------------
BEVERAGES (NON-ALCOHOLIC)-0.59%
Coca-Cola Co. (The) 450,000 26,550,000
- ---------------------------------------------------------------
BROADCASTING (TELEVISION, RADIO
& CABLE)-4.83%
AT&T Corp.-Liberty Media
Group-Class A(a) 975,000 38,695,312
- ---------------------------------------------------------------
CBS Corp.(a) 750,000 36,609,375
- ---------------------------------------------------------------
Clear Channel Communications,
Inc.(a) 450,000 36,168,750
- ---------------------------------------------------------------
Comcast Corp.-Class A 1,550,000 65,293,750
- ---------------------------------------------------------------
MediaOne Group, Inc.(a) 600,000 42,637,500
- ---------------------------------------------------------------
219,404,687
- ---------------------------------------------------------------
CHEMICALS-0.53%
Du Pont (E.I.) de Nemours & Co. 375,000 24,164,062
- ---------------------------------------------------------------
CHEMICALS (DIVERSIFIED)-0.49%
Monsanto Co. 575,000 22,137,500
- ---------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-4.24%
Lucent Technologies Inc. 1,200,000 77,100,000
- ---------------------------------------------------------------
Nokia Oyj (Finland) 40,000 4,578,942
- ---------------------------------------------------------------
Nokia Oyj-ADR (Finland) 425,000 49,114,062
- ---------------------------------------------------------------
Nortel Networks Corp. (Canada) 1,000,000 61,937,500
- ---------------------------------------------------------------
192,730,504
- ---------------------------------------------------------------
COMPUTERS (HARDWARE)-4.25%
Dell Computer Corp.(a) 1,050,000 42,131,250
- ---------------------------------------------------------------
International Business Machines
Corp. 725,000 71,321,875
- ---------------------------------------------------------------
Sun Microsystems, Inc.(a) 750,000 79,359,375
- ---------------------------------------------------------------
192,812,500
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMPUTERS (NETWORKING)-2.65%
Cisco Systems, Inc.(a) 1,625,000 $ 120,250,000
- ---------------------------------------------------------------
COMPUTERS (PERIPHERALS)-1.45%
EMC Corp.(a) 900,000 65,700,000
- ---------------------------------------------------------------
COMPUTERS (SOFTWARE & SERVICES)-7.74%
America Online, Inc.(a)(b) 492,900 63,922,969
- ---------------------------------------------------------------
Microsoft Corp.(a) 1,900,000 175,868,750
- ---------------------------------------------------------------
Oracle Corp.(a) 850,000 40,428,125
- ---------------------------------------------------------------
VERITAS Software Corp.(a) 435,000 46,925,625
- ---------------------------------------------------------------
Yahoo! Inc.(a) 135,000 24,173,437
- ---------------------------------------------------------------
351,318,906
- ---------------------------------------------------------------
CONSUMER FINANCE-0.54%
Providian Financial Corp. 225,000 24,525,000
- ---------------------------------------------------------------
ELECTRIC COMPANIES-1.17%
Duke Power Co. 265,000 14,972,500
- ---------------------------------------------------------------
Edison International 800,000 23,700,000
- ---------------------------------------------------------------
Texas Utilities Co. 375,000 14,531,250
- ---------------------------------------------------------------
53,203,750
- ---------------------------------------------------------------
ELECTRICAL EQUIPMENT-2.99%
General Electric Co. 1,000,000 135,562,500
- ---------------------------------------------------------------
ELECTRONICS
(SEMICONDUCTORS)-3.44%
Intel Corp. 900,000 69,693,750
- ---------------------------------------------------------------
Texas Instruments, Inc. 550,000 49,362,500
- ---------------------------------------------------------------
Xilinx, Inc.(a) 475,000 37,346,875
- ---------------------------------------------------------------
156,403,125
- ---------------------------------------------------------------
ENTERTAINMENT-1.38%
Time Warner Inc. 900,000 62,718,750
- ---------------------------------------------------------------
EQUIPMENT (SEMICONDUCTOR)-0.69%
Applied Materials, Inc.(a) 350,000 31,434,375
- ---------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-5.31%
American Express Co. 350,000 53,900,000
- ---------------------------------------------------------------
Citigroup Inc. 1,100,000 59,537,500
- ---------------------------------------------------------------
Fannie Mae 800,000 56,600,000
- ---------------------------------------------------------------
Freddie Mac 1,000,000 54,062,500
- ---------------------------------------------------------------
MBIA, Inc. 300,000 17,118,750
- ---------------------------------------------------------------
241,218,750
- ---------------------------------------------------------------
FOOTWEAR-0.40%
Nike, Inc.-Class B 325,000 18,342,188
- ---------------------------------------------------------------
</TABLE>
FS-12
<PAGE> 118
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
HEALTH CARE (DIVERSIFIED)-6.19%
American Home Products Corp. 700,000 $ 36,575,000
- ---------------------------------------------------------------
Bristol-Myers Squibb Co. 1,125,000 86,414,063
- ---------------------------------------------------------------
Johnson & Johnson 900,000 94,275,000
- ---------------------------------------------------------------
Warner-Lambert Co. 800,000 63,850,000
- ---------------------------------------------------------------
281,114,063
- ---------------------------------------------------------------
HEALTH CARE (DRUGS-MAJOR
PHARMACEUTICALS)-4.15%
Lilly (Eli) & Co. 350,000 24,106,250
- ---------------------------------------------------------------
Merck & Co., Inc. 425,000 33,814,063
- ---------------------------------------------------------------
Pfizer, Inc. 1,615,600 63,816,200
- ---------------------------------------------------------------
Schering-Plough Corp. 1,350,000 66,825,000
- ---------------------------------------------------------------
188,561,513
- ---------------------------------------------------------------
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-2.11%
Guidant Corp. 1,100,000 54,312,500
- ---------------------------------------------------------------
Medtronic, Inc. 1,200,000 41,550,000
- ---------------------------------------------------------------
95,862,500
- ---------------------------------------------------------------
HOUSEHOLD PRODUCTS
(NON-DURABLES)-1.67%
Colgate-Palmolive Co. 600,000 36,300,000
- ---------------------------------------------------------------
Procter & Gamble, Co. (The) 375,000 39,328,125
- ---------------------------------------------------------------
75,628,125
- ---------------------------------------------------------------
INSURANCE (MULTI-LINE)-2.27%
American International Group,
Inc. 1,000,000 102,937,500
- ---------------------------------------------------------------
INVESTMENT
BANKING/BROKERAGE-1.84%
Merrill Lynch & Co., Inc. 325,000 25,512,500
- ---------------------------------------------------------------
Morgan Stanley, Dean Witter,
Discover & Co. 525,000 57,914,063
- ---------------------------------------------------------------
83,426,563
- ---------------------------------------------------------------
LODGING-HOTELS-1.15%
Carnival Corp. 1,175,000 52,287,500
- ---------------------------------------------------------------
MACHINERY (DIVERSIFIED)-0.58%
Ingersoll-Rand Co. 500,000 26,125,000
- ---------------------------------------------------------------
MANUFACTURING
(DIVERSIFIED)-2.91%
Tyco International Ltd. 2,400,000 95,850,000
- ---------------------------------------------------------------
United Technologies Corp. 600,000 36,300,000
- ---------------------------------------------------------------
132,150,000
- ---------------------------------------------------------------
NATURAL GAS-1.09%
El Paso Energy Corp. 475,000 19,475,000
- ---------------------------------------------------------------
Enron Corp. 750,000 29,953,125
- ---------------------------------------------------------------
49,428,125
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
OIL & GAS (DRILLING &
EQUIPMENT)-1.09%
Halliburton Co. 750,000 $ 28,265,625
- ---------------------------------------------------------------
Schlumberger Ltd. 350,000 21,196,875
- ---------------------------------------------------------------
49,462,500
- ---------------------------------------------------------------
OIL (DOMESTIC INTEGRATED)-0.28%
Conoco Inc.-Class B 460,657 12,495,321
- ---------------------------------------------------------------
OIL (INTERNATIONAL
INTEGRATED)-1.74%
Exxon Corp. 450,000 33,328,125
- ---------------------------------------------------------------
Mobil Corp. 225,000 21,712,500
- ---------------------------------------------------------------
Royal Dutch Petroleum Co.-New
York Shares-ADR (Netherlands) 400,000 23,975,000
- ---------------------------------------------------------------
79,015,625
- ---------------------------------------------------------------
PAPER & FOREST PRODUCTS-0.93%
Bowater, Inc. 300,000 15,750,000
- ---------------------------------------------------------------
International Paper Co. 500,000 26,312,500
- ---------------------------------------------------------------
42,062,500
- ---------------------------------------------------------------
RAILROADS-0.30%
Canadian National Railway Co.
(Canada) 450,000 13,725,000
- ---------------------------------------------------------------
RETAIL (BUILDING SUPPLIES)-1.83%
Home Depot, Inc. (The) 1,100,000 83,050,000
- ---------------------------------------------------------------
RETAIL (FOOD CHAINS)-1.12%
Kroger Co. (The)(a) 1,000,000 20,812,500
- ---------------------------------------------------------------
Safeway, Inc.(a) 850,000 30,015,625
- ---------------------------------------------------------------
50,828,125
- ---------------------------------------------------------------
RETAIL (GENERAL
MERCHANDISE)-3.95%
Costco Wholesale Corp.(a) 500,000 40,156,250
- ---------------------------------------------------------------
Dayton Hudson Corp. 750,000 48,468,750
- ---------------------------------------------------------------
Wal-Mart Stores, Inc. 1,600,000 90,700,000
- ---------------------------------------------------------------
179,325,000
- ---------------------------------------------------------------
RETAIL (SPECIALTY-APPAREL)-0.85%
Gap, Inc. (The) 750,000 27,843,750
- ---------------------------------------------------------------
TJX Companies, Inc. (The) 400,000 10,850,000
- ---------------------------------------------------------------
38,693,750
- ---------------------------------------------------------------
SERVICES (ADVERTISING/
MARKETING)-0.39%
Interpublic Group of Companies,
Inc. 440,000 17,875,000
- ---------------------------------------------------------------
SERVICES (DATA PROCESSING)-1.31%
First Data Corp. 900,000 41,118,750
- ---------------------------------------------------------------
Fiserv, Inc.(a) 577,500 18,480,000
- ---------------------------------------------------------------
59,598,750
- ---------------------------------------------------------------
</TABLE>
FS-13
<PAGE> 119
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
TELECOMMUNICATIONS (CELLULAR/
WIRELESS)-0.79%
Vodafone AirTouch PLC-ADR
(United Kingdom) 750,000 $ 35,953,125
- ---------------------------------------------------------------
TELECOMMUNICATIONS (LONG
DISTANCE)-2.92%
AT&T Corp. 500,000 23,375,000
- ---------------------------------------------------------------
MCI WorldCom, Inc.(a) 1,275,000 109,410,938
- ---------------------------------------------------------------
132,785,938
- ---------------------------------------------------------------
TELEPHONE-2.47%
BellSouth Corp. 950,000 42,750,000
- ---------------------------------------------------------------
GTE Corp. 350,000 26,250,000
- ---------------------------------------------------------------
SBC Communications, Inc. 850,000 43,296,875
- ---------------------------------------------------------------
112,296,875
- ---------------------------------------------------------------
Total Common Stocks & Other
Equity Interests (Cost
$3,096,180,214) 4,139,857,182
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
<S> <C> <C>
U.S. TREASURY SECURITIES-0.09%
U.S. TREASURY BILLS-0.09%(c)(d)
4.748%, 12/23/99 (Cost
$4,181,906) $ 4,210,000 $ 4,180,825
- ---------------------------------------------------------------
MONEY MARKET FUNDS-8.57%
STIC Liquid Assets Portfolio(e) 194,612,715 194,612,715
- ---------------------------------------------------------------
STIC Prime Portfolio(e) 194,612,715 194,612,715
- ---------------------------------------------------------------
Total Money Market Funds
(Cost $389,225,430) 389,225,430
- ---------------------------------------------------------------
TOTAL INVESTMENTS-99.84% 4,533,263,437
- ---------------------------------------------------------------
OTHER ASSETS LESS
LIABILITIES-0.16% 7,409,742
- ---------------------------------------------------------------
NET ASSETS-100.00% $4,540,673,179
===============================================================
</TABLE>
Investment Abbreviations:
ADR - American Depositary Receipt
Notes to Schedule of Investments:
(a) Non-income producing security.
(b) A portion of this security is subject to call options written. See Note 7.
(c) U.S. Treasury bills are traded on a discount basis. In such cases the
interest rate shown represents the rate of discount paid or received at the
time of purchase by the Fund.
(d) A portion of the principal balance was pledged as collateral to cover margin
requirements for open futures contracts. See Note 8.
(e) The security shares the same investment advisor as the Fund.
See Notes to Financial Statements.
FS-14
<PAGE> 120
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$3,489,587,550) $4,533,263,437
- ---------------------------------------------------------
Receivables for:
Investments sold 36,197,016
- ---------------------------------------------------------
Capital stock sold 17,637,457
- ---------------------------------------------------------
Dividends and interest 2,956,130
- ---------------------------------------------------------
Variation margin 1,300,000
- ---------------------------------------------------------
Investment for deferred compensation plan 25,701
- ---------------------------------------------------------
Other assets 146,973
- ---------------------------------------------------------
Total assets 4,591,526,714
- ---------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 29,463,474
- ---------------------------------------------------------
Capital stock reacquired 7,446,032
- ---------------------------------------------------------
Deferred compensation 25,701
- ---------------------------------------------------------
Options written (Premiums received
$5,063,081) 8,228,238
- ---------------------------------------------------------
Accrued advisory fees 2,312,383
- ---------------------------------------------------------
Accrued administrative services fees 18,976
- ---------------------------------------------------------
Accrued directors' fees 4,732
- ---------------------------------------------------------
Accrued distribution fees 2,712,527
- ---------------------------------------------------------
Accrued transfer agent fees 618,108
- ---------------------------------------------------------
Accrued operating expenses 23,364
- ---------------------------------------------------------
Total liabilities 50,853,535
- ---------------------------------------------------------
Net assets applicable to shares
outstanding $4,540,673,179
=========================================================
</TABLE>
<TABLE>
<S> <C>
NET ASSETS:
Class A $2,299,550,866
- ---------------------------------------------------------
Class B $1,891,170,839
- ---------------------------------------------------------
Class C $ 349,951,474
- ---------------------------------------------------------
CAPITAL STOCK, $0.001 PAR VALUE PER
SHARE:
Class A:
Authorized 750,000,000
- ---------------------------------------------------------
Outstanding 49,473,559
- ---------------------------------------------------------
Class B:
Authorized 750,000,000
- ---------------------------------------------------------
Outstanding 41,426,916
- ---------------------------------------------------------
Class C:
Authorized 750,000,000
- ---------------------------------------------------------
Outstanding 7,668,239
- ---------------------------------------------------------
Class A:
Net asset value and redemption price
per share $ 46.48
- ---------------------------------------------------------
Offering price per share:
(Net asset value of $46.48/ 94.50%) $ 49.19
- ---------------------------------------------------------
Class B:
Net asset value and offering price per
share $ 45.65
- ---------------------------------------------------------
Class C:
Net asset value and offering price per
share $ 45.64
=========================================================
</TABLE>
STATEMENT OF OPERATIONS
For the year ended October 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $160,836 foreign
withholding tax) $ 24,286,072
- --------------------------------------------------------
Interest 17,149,758
- --------------------------------------------------------
Total investment income 41,435,830
- --------------------------------------------------------
EXPENSES:
Advisory fees 21,592,076
- --------------------------------------------------------
Administrative services fees 153,309
- --------------------------------------------------------
Custodian fees 181,652
- --------------------------------------------------------
Directors' fees 25,214
- --------------------------------------------------------
Distribution fees -- Class A 6,217,528
- --------------------------------------------------------
Distribution fees -- Class B 13,837,276
- --------------------------------------------------------
Distribution fees -- Class C 2,245,680
- --------------------------------------------------------
Transfer agent fees -- Class A 2,899,316
- --------------------------------------------------------
Transfer agent fees -- Class B 3,281,701
- --------------------------------------------------------
Transfer agent fees -- Class C 464,980
- --------------------------------------------------------
Other 960,439
- --------------------------------------------------------
Total expenses 51,859,171
- --------------------------------------------------------
Less: Expenses paid indirectly (43,470)
- --------------------------------------------------------
Net expenses 51,815,701
- --------------------------------------------------------
Net investment income (loss) (10,379,871)
- --------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENT SECURITIES, FOREIGN
CURRENCIES, FUTURES AND OPTION
CONTRACTS:
Net realized gain (loss) from:
Investment securities (53,258,921)
- --------------------------------------------------------
Foreign currencies (480,726)
- --------------------------------------------------------
Futures contracts 20,856,520
- --------------------------------------------------------
Option contracts written (2,951,257)
- --------------------------------------------------------
(35,834,384)
- --------------------------------------------------------
Change in net unrealized appreciation
(depreciation) of:
Investment securities 763,733,398
- --------------------------------------------------------
Foreign currencies (9,454)
- --------------------------------------------------------
Futures contracts (4,034,067)
- --------------------------------------------------------
Option contracts written (3,165,157)
- --------------------------------------------------------
756,524,720
- --------------------------------------------------------
Net gain from investment securities,
foreign currencies, futures and
option contracts 720,690,336
- --------------------------------------------------------
Net increase in net assets resulting from
operations $710,310,465
========================================================
</TABLE>
See Notes to Financial Statements.
FS-15
<PAGE> 121
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (10,379,871) $ 664,009
- ----------------------------------------------------------------------------------------------
Net realized gain (loss) from investment securities,
foreign currencies, futures and option contracts (35,834,384) 1,200,650
- ----------------------------------------------------------------------------------------------
Change in net unrealized appreciation of investment
securities, foreign currencies, futures and option
contracts 756,524,720 175,782,639
- ----------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations 710,310,465 177,647,298
- ----------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
Class A (776,772) (1,249,305)
- ----------------------------------------------------------------------------------------------
Distributions to shareholders from net realized gains:
Class A (3,128,249) (10,987,892)
- ----------------------------------------------------------------------------------------------
Class B (2,256,383) (6,118,620)
- ----------------------------------------------------------------------------------------------
Class C (293,473) (150,526)
- ----------------------------------------------------------------------------------------------
Share transactions-net:
Class A 830,315,460 486,282,009
- ----------------------------------------------------------------------------------------------
Class B 866,521,395 425,444,112
- ----------------------------------------------------------------------------------------------
Class C 220,917,321 81,733,726
- ----------------------------------------------------------------------------------------------
Net increase in net assets 2,621,609,764 1,152,600,802
- ----------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 1,919,063,415 766,462,613
- ----------------------------------------------------------------------------------------------
End of period $4,540,673,179 $1,919,063,415
==============================================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $3,540,120,284 $1,631,900,085
- ----------------------------------------------------------------------------------------------
Undistributed net investment income (loss) (97,169) 706,247
- ----------------------------------------------------------------------------------------------
Undistributed net realized gain (loss) from investment
securities, foreign currencies, futures and option
contracts (41,676,121) 655,618
- ----------------------------------------------------------------------------------------------
Unrealized appreciation of investment securities, foreign
currencies, futures and option contracts 1,042,326,185 285,801,465
- ----------------------------------------------------------------------------------------------
$4,540,673,179 $1,919,063,415
==============================================================================================
</TABLE>
See Notes to Financial Statements.
FS-16
<PAGE> 122
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Blue Chip Fund (the "Fund") is a series portfolio of AIM Equity Funds, Inc.
(the "Company"). The Company is a Maryland corporation registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
series management investment company consisting of ten separate portfolios. The
Fund currently offers three different classes of shares: Class A shares, Class B
shares and Class C shares. Class A shares are sold with a front-end sales
charge. Class B shares and Class C shares are sold with a contingent deferred
sales charge. Matters affecting each portfolio or class will be voted on
exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
The Fund's investment objective is long-term growth of capital with a secondary
objective of current income.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular
day, the security is valued at the closing bid price on that day. Each
security reported on the NASDAQ National Market System is valued at the last
sales price on the valuation date or absent a last sales price, at the
closing bid price. Debt obligations (including convertible bonds) are valued
on the basis of prices provided by an independent pricing service. Prices
provided by the pricing service may be determined without exclusive reliance
on quoted prices, and may reflect appropriate factors such as yield, type of
issue, coupon rate and maturity date. Securities for which market prices are
not provided by any of the above methods are valued based upon quotes
furnished by independent sources and are valued at the last bid price in the
case of equity securities and in the case of debt obligations, the mean
between the last bid and asked prices. Securities for which market
quotations are not readily available or are questionable are valued at fair
value as determined in good faith by or under the supervision of the
Company's officers in a manner specifically authorized by the Board of
Directors of the Company. Short-term obligations having 60 days or less to
maturity are valued at amortized cost which approximates market value. For
purposes of determining net asset value per share, futures and options
contracts generally will be valued 15 minutes after the close of trading of
the New York Stock Exchange ("NYSE").
Generally, trading in foreign securities is substantially completed each
day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the NYSE
which would not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair value
as determined in good faith by or under the supervision of the Board of
Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date.
On October 31, 1999, $10,353,227 was reclassified to undistributed net
investment income (loss), $819,250 was reclassified from undistributed gains
and $9,533,977 from paid in capital as a result of equalization credits and
net operating loss reclassifications in order to comply with the
requirements of the American Institute of Certified Public Accountants
Statement of Position 93-2. Net assets of the Fund were unaffected by the
reclassification discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements. The Fund has a capital loss
carryforward of $38,614,682 as of October 31, 1999 which may be carried
forward to offset future taxable gains, if any, which expires, if not
previously utilized, in the year 2007.
D. Foreign Currency Translations -- Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions. The
Fund does not separately account for that portion of the results of
operations resulting from changes in
FS-17
<PAGE> 123
foreign exchange rates on investments and the fluctuations arising from
changes in market prices of securities held. Such fluctuations are included
with the net realized and unrealized gain or loss from investments.
E. Foreign Currency Contracts -- A foreign currency contract is an obligation
to purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a foreign currency contract to attempt to
minimize the risk to the Fund from adverse changes in the relationship
between currencies. The Fund may also enter into a foreign currency contract
for the purchase or sale of a security denominated in a foreign currency in
order to "lock in" the U.S. dollar price of that security. The Fund could be
exposed to risk if counterparties to the contracts are unable to meet the
terms of their contracts or if the value of the foreign currency changes
unfavorably.
F. Futures Contracts -- The Fund may purchase or sell futures contracts as a
hedge against changes in market conditions. Initial margin deposits required
upon entering into futures contracts are satisfied by the segregation of
specific securities as collateral for the account of the broker (the Fund's
agent in acquiring the futures position). During the period the futures
contracts are open, changes in the value of the contracts are recognized as
unrealized gains or losses by "marking to market" on a daily basis to
reflect the market value of the contracts at the end of each day's trading.
Variation margin payments are made or received depending upon whether
unrealized gains or losses are incurred. When the contracts are closed, the
Fund recognizes a realized gain or loss equal to the difference between the
proceeds from, or cost of, the closing transaction and the Fund's basis in
the contract. Risks include the possibility of an illiquid market and that a
change in value of the contracts may not correlate with changes in the value
of the securities being hedged.
G. Covered Call Options -- The Fund may write call options, but only on a
covered basis; that is, the Fund will own the underlying security. Options
written by the Fund normally will have expiration dates between three and
nine months from the date written. The exercise price of a call option may
be below, equal to, or above the current market value of the underlying
security at the time the option is written. When the Fund writes a covered
call option, an amount equal to the premium received by the Fund is recorded
as an asset and an equivalent liability. The amount of the liability is
subsequently "marked-to-market" to reflect the current market value of the
option written. The current market value of a written option is the mean
between the last bid and asked prices on that day. If a written call option
expires on the stipulated expiration date, or if the Fund enters into a
closing purchase transaction, the Fund realizes a gain (or a loss if the
closing purchase transaction exceeds the premium received when the option
was written) without regard to any unrealized gain or loss on the underlying
security, and the liability related to such option is extinguished. If a
written option is exercised, the Fund realizes a gain or a loss from the
sale of the underlying security and the proceeds of the sale are increased
by the premium originally received.
A call option gives the purchaser of such option the right to buy, and the
writer (the Fund) the obligation to sell, the underlying security at the
stated exercise price during the option period. The purchaser of a call
option has the right to acquire the security which is the subject of the
call option at any time during the option period. During the option period,
in return for the premium paid by the purchaser of the option, the Fund has
given up the opportunity for capital appreciation above the exercise price
should the market price of the underlying security increase, but has
retained the risk of loss should the price of the underlying security
decline. During the option period, the Fund may be required at any time to
deliver the underlying security against payment of the exercise price. This
obligation is terminated upon the expiration of the option period or at such
earlier time at which the Fund effects a closing purchase transaction by
purchasing (at a price which may be higher than that received when the call
option was written) a call option identical to the one originally written.
H. Expenses -- Distribution expenses and transfer agency expenses directly
attributable to a class of shares are charged to that class' operations. All
other expenses which are attributable to more than one class are allocated
among the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.75% of
the first $350 million of the Fund's average daily net assets, plus 0.625% of
the Fund's average daily net assets in excess of $350 million.
The Fund, pursuant to a master administrative services agreement with AIM, has
agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the year ended October 31, 1999, AIM was
paid $153,309 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the year ended October 31, 1999, AFS
was paid $3,853,483 for such services.
The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares of the Fund. The Company has adopted a plan
pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A
shares, Class B shares and Class C shares (collectively the "Plans"). The Fund,
pursuant to the Plans, pays AIM Distributors compensation at the annual rate of
0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the
average daily net assets of Class B and C shares. Of these amounts, the Fund may
pay a service fee of 0.25% of the average daily net assets of the Class A, Class
B or Class C shares to selected dealers and financial institutions who furnish
continuing personal shareholder services to their customers who purchase and own
the appropriate class of shares of the Fund. Any amounts not paid as a service
fee under the Plans
FS-18
<PAGE> 124
would constitute an asset-based sales charge. The Plans also impose a cap on the
total sales charges, including asset-based sales charges that may be paid by the
respective classes. During the year ended October 31, 1999, the Class A, Class B
and Class C shares paid AIM Distributors $6,217,528, $13,837,276 and $2,245,680,
respectively, as compensation under the Plans.
AIM Distributors received commissions of $2,766,799 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $177,813 in contingent deferred sales charges imposed
on redemptions of Fund shares. Certain officers and directors of the Company are
officers and directors of AIM, AFS and AIM Distributors.
During the year ended October 31, 1999, the Fund paid legal fees of $9,059 for
services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the
Company's directors. A member of that firm is a director of the Company.
NOTE 3-INDIRECT EXPENSES
During the year ended October 31, 1999, the Fund received reductions in transfer
agency fees from AFS (an affiliate of AIM) and reductions in custodian fees of
$37,203 and $6,267, respectively, under expense offset arrangements. The effect
of the above arrangements resulted in a reduction of the Fund's total expenses
of $43,470 during the year ended October 31, 1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. Prior to
May 28, 1999, the commitment fee rate was 0.05%. The commitment fee is allocated
among the funds based on their respective average net assets for the period.
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$2,389,864,659 and $651,658,838, respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of
investment securities $1,077,403,176
- ----------------------------------------------------------
Aggregate unrealized (depreciation) of
investment securities (34,962,485)
- ----------------------------------------------------------
Net unrealized appreciation of investment
securities $1,042,440,691
==========================================================
Cost of investments for tax purposes is $3,490,822,746.
</TABLE>
FS-19
<PAGE> 125
NOTE 7-CALL OPTION CONTRACTS
Transactions in call options written during the year ended October 31, 1999 are
summarized as follows:
<TABLE>
<CAPTION>
CALL OPTION CONTRACTS
-----------------------
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
------ -----------
<S> <C> <C>
Beginning of year -- $ --
- -------------------------------------------------------------------------------------
Written 5,929 8,218,226
- -------------------------------------------------------------------------------------
Closed (3,429) (3,099,518)
- -------------------------------------------------------------------------------------
Exercised (71) (55,627)
- -------------------------------------------------------------------------------------
End of year 2,429 $ 5,063,081
- -------------------------------------------------------------------------------------
</TABLE>
Open call option contracts written at October 31, 1999 were as follows:
<TABLE>
<CAPTION>
OCTOBER 31,
CONTRACT STRIKE NUMBER OF PREMIUMS 1999 UNREALIZED
ISSUE MONTH PRICE CONTRACTS RECEIVED MARKET VALUE DEPRECIATION
----- -------- ------ --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
America Online, Inc. Jan. 00 $100 2,429 $5,063,081 $8,228,238 $(3,165,157)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 8-FUTURES CONTRACTS
On October 31, 1999, $4,167,000 principal amount of U.S. Treasury obligations
were pledged as collateral to cover margin requirements for open futures
contracts. Open futures contracts were as follows:
<TABLE>
<CAPTION>
NO. OF MONTH/ UNREALIZED
CONTRACT CONTRACTS COMMITMENT APPRECIATION
- -------- --------- ---------- ------------
<S> <C> <C> <C>
S&P 500 Index 200 Dec. 99 $1,817,528
- ---------------------------------------------------------------------------------------------------
</TABLE>
NOTE 9-CAPITAL STOCK
Changes in capital stock outstanding during the years ended October 31, 1999 and
1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
---------------------------- ---------------------------
SHARES AMOUNT SHARES AMOUNT
----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
Sold:
Class A 31,555,257 $1,348,329,456 26,179,983 $ 915,652,812
- -----------------------------------------------------------------------------------------------------------------------
Class B 24,939,694 1,053,306,393 14,239,927 492,929,849
- -----------------------------------------------------------------------------------------------------------------------
Class C 6,902,119 292,602,692 2,711,151 95,200,193
- -----------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
Class A 93,903 3,711,997 371,504 11,699,310
- -----------------------------------------------------------------------------------------------------------------------
Class B 54,813 2,141,056 184,940 5,805,443
- -----------------------------------------------------------------------------------------------------------------------
Class C 7,197 281,069 3,949 128,203
- -----------------------------------------------------------------------------------------------------------------------
Reacquired:
Class A (12,216,671) (521,725,993) (12,601,919) (441,070,113)
- -----------------------------------------------------------------------------------------------------------------------
Class B (4,443,246) (188,926,054) (2,143,627) (73,291,180)
- -----------------------------------------------------------------------------------------------------------------------
Class C (1,692,129) (71,966,440) (392,399) (13,594,670)
- -----------------------------------------------------------------------------------------------------------------------
45,200,937 $1,917,754,176 28,553,509 $ 993,459,847
=======================================================================================================================
</TABLE>
FS-20
<PAGE> 126
NOTE 10-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A capital stock
outstanding during each of the years in the three-year period ended October 31,
1999, the one month ended October 31, 1996 and each of the years in the two year
period ended September 30, 1996, for a share of Class B capital stock
outstanding during each of the years in the three-year period ended October 31,
1999 and the period October 1, 1996 (date sales commenced) through October 31,
1996, and for a share of Class C capital stock outstanding during each of the
years in the two year period ended October 31, 1999 and the period August 4,
1997 (date sales commenced) through October 31, 1997.
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------------------
OCTOBER 31, SEPTEMBER 30,
------------------------------------------------- -------------------
1999 1998 1997 1996 1996(a) 1995
---------- ---------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 36.14 $ 30.96 $ 26.08 $ 25.56 $ 23.83 $ 19.22
- ------------------------------------------------------ ---------- ---------- -------- -------- -------- -------
Income from investment operations:
Net investment income 0.02 0.13(b) 0.17(b) -- 0.33 0.14
- ------------------------------------------------------ ---------- ---------- -------- -------- -------- -------
Net gains on securities (both realized and
unrealized) 10.44 5.75 6.93 0.52 4.61 5.05
- ------------------------------------------------------ ---------- ---------- -------- -------- -------- -------
Total from investment operations 10.46 5.88 7.10 0.52 4.94 5.19
- ------------------------------------------------------ ---------- ---------- -------- -------- -------- -------
Less distributions:
Dividends from net investment income (0.02) (0.07) (0.05) -- (0.21) (0.12)
- ------------------------------------------------------ ---------- ---------- -------- -------- -------- -------
Distributions from net realized gains (0.10) (0.63) (2.17) -- (3.00) (0.46)
- ------------------------------------------------------ ---------- ---------- -------- -------- -------- -------
Total distributions (0.12) (0.70) (2.22) -- (3.21) (0.58)
- ------------------------------------------------------ ---------- ---------- -------- -------- -------- -------
Net asset value, end of period $ 46.48 $ 36.14 $ 30.96 $ 26.08 $ 25.56 $ 23.83
====================================================== ========== ========== ======== ======== ======== =======
Total return(c) 29.01% 19.36% 29.68% 2.04% 22.39% 27.84%
====================================================== ========== ========== ======== ======== ======== =======
Ratios/supplement data:
Net assets, end of period (000s omitted) $2,299,551 $1,085,648 $498,178 $120,448 $106,415 $71,324
====================================================== ========== ========== ======== ======== ======== =======
Ratio of expenses to average net assets(d) 1.19%(e) 1.22%() 1.31% 1.30%(f) 1.26% 1.3%
====================================================== ========== ========== ======== ======== ======== =======
Ratio of net investment income to average net
assets(g) 0.03%(e) 0.33%() 0.50% 0.12%(f) 0.53% 0.7%
====================================================== ========== ========== ======== ======== ======== =======
Portfolio turnover rate 22% 27% 43% 10% 58% 17%
====================================================== ========== ========== ======== ======== ======== =======
</TABLE>
(a) The Fund changed investment advisors on June 3, 1996.
(b) Calculated using average shares outstanding.
(c) Does not deduct sales charges and is not annualized for periods less than
one year.
(d) After fee waivers and/or expense reimbursements. Ratios of expenses to
average net assets prior to fee waivers and/or expense reimbursements were
1.32%, 1.37% (annualized) and 1.28% for the periods 1997-1996 and September
30, 1996.
(e) Ratios are based on average net assets of $1,776,436,482.
(f) Annualized.
(g) After fee waivers and/or expense reimbursements. Ratios of net investment
income to average net assets prior to fee waivers and/or expense
reimbursements were 0.49%, 0.05% (annualized) and 0.51% for the periods
1997-1996 and September 30, 1996.
<TABLE>
<CAPTION>
CLASS B CLASS C
-------------------------------------------------- ---------------------------------
1999 1998 1997 1996 1999 1998 1997
---------- -------- -------- -------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 35.73 $ 30.76 $ 26.07 $ 25.56 $ 35.72 $ 30.75 $ 31.72
- ------------------------------------- ---------- -------- -------- -------- -------- ------- -------
Income from investment operations:
Net investment income (loss) (0.29)(a) (0.12) (0.03)(a) (0.01) (0.29)(a) (0.12)(a) (0.01)(a)
- ------------------------------------- ---------- -------- -------- -------- -------- ------- -------
Net gains (losses) on securities
(both realized and unrealized) 10.31 5.72 6.92 0.52 10.31 5.72 (0.96)
- ------------------------------------- ---------- -------- -------- -------- -------- ------- -------
Total from investment
operations 10.02 5.60 6.89 0.51 10.02 5.60 (0.97)
- ------------------------------------- ---------- -------- -------- -------- -------- ------- -------
Less distributions:
Dividends from net investment
income -- -- (0.03) -- -- -- --
- ------------------------------------- ---------- -------- -------- -------- -------- ------- -------
Distributions from net realized
gains (0.10) (0.63) (2.17) -- (0.10) (0.63) --
- ------------------------------------- ---------- -------- -------- -------- -------- ------- -------
Total distributions (0.10) (0.63) (2.20) -- (0.10) (0.63) --
- ------------------------------------- ---------- -------- -------- -------- -------- ------- -------
Net asset value, end of period $ 45.65 $ 35.73 $ 30.76 $ 26.07 $ 45.64 $ 35.72 $ 30.75
===================================== ========== ======== ======== ======== ======== ======= =======
Total return(b) 28.08% 18.52% 28.81% 2.00% 28.09% 18.52% (3.06)%
===================================== ========== ======== ======== ======== ======== ======= =======
Ratios/supplement data:
Net assets, end of period (000s
omitted) $1,891,171 $745,862 $264,337 $ 8,101 $349,951 $87,554 $ 3,947
===================================== ========== ======== ======== ======== ======== ======= =======
Ratio of expenses to average net
assets(c) 1.91%(d) 1.94% 2.10% 2.01%(e) 1.90%(d) 1.94% 2.10%(e)
===================================== ========== ======== ======== ======== ======== ======= =======
Ratio of net investment income (loss)
to average net assets(f) (0.68)%(d) (0.38)% (0.28)% (0.58)%(e) (0.68)%(d) (0.38)% (0.28)%(e)
===================================== ========== ======== ======== ======== ======== ======= =======
Portfolio turnover rate 22% 27% 43% 10% 22% 27% 43%
===================================== ========== ======== ======== ======== ======== ======= =======
</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 reimbursement. Ratios of expenses to
average net assets prior to fee waivers and/or expense reimbursements were
2.12% and 2.08% (annualized) for 1997-1996 for Class B and 2.12%
(annualized) for 1997 for Class C.
(d) Ratios are based on average net assets of $1,383,727,625 and $224,568,052
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 (0.31)% and (0.65)% (annualized) for 1997-1996 for Class
B and (0.31)% (annualized) for 1997 for Class C.
FS-21
<PAGE> 127
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
AIM Equity Funds, Inc.:
We have audited the accompanying statement of assets and
liabilities of AIM Capital Development Fund (a series
portfolio of AIM Equity Funds, Inc.), including the
schedule of investments, as of October 31, 1999, the
related statement of operations for the year then ended,
the statement of changes in net assets for each of the
years in the two-year period then ended, and financial
highlights for each of the years in the three-year period
then ended and the period June 17, 1996 (date operations
commenced) through October 31, 1996. These financial
statements and financial highlights are the
responsibility of the Fund's management. Our
responsibility is to express an opinion on these
financial statements and financial highlights based on
our audit.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all
material respects, the financial position of the AIM
Capital Development Fund as of October 31, 1999, the
results of its operations for the year then ended, the
changes in its net assets for each of the years in the
two-year period then ended, and the financial highlights
for each of the years in the three-year period then ended
and the period June 17, 1996 (date operations commenced)
through October 31, 1996, in conformity with generally
accepted accounting principles.
/s/ KPMG LLP
------------
KPMG LLP
December 3, 1999
Houston, Texas
FS-22
<PAGE> 128
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS & OTHER EQUITY
INTERESTS-95.70%
AEROSPACE/DEFENSE-0.44%
HEICO Corp. 200,000 $ 3,037,500
- ---------------------------------------------------------------
Kroll-O'Gara Co. (The)(a) 110,000 1,746,250
- ---------------------------------------------------------------
4,783,750
- ---------------------------------------------------------------
AIRLINES-0.46%
Ryanair Holdings PLC-ADR
(Ireland)(a) 121,000 4,991,250
- ---------------------------------------------------------------
AUTO PARTS & EQUIPMENT-0.56%
Dura Automotive Systems, Inc.(a) 160,000 3,000,000
- ---------------------------------------------------------------
Stoneridge, Inc.(a) 200,000 3,100,000
- ---------------------------------------------------------------
6,100,000
- ---------------------------------------------------------------
BANKS (REGIONAL)-2.31%
Bank United Corp.-Class A 119,000 4,641,000
- ---------------------------------------------------------------
Colonial BancGroup, Inc. (The) 499,600 5,963,975
- ---------------------------------------------------------------
Independence Community Bank Corp. 452,000 5,395,750
- ---------------------------------------------------------------
North Fork Bancorporation, Inc. 349,500 7,230,281
- ---------------------------------------------------------------
UCBH Holdings, Inc.(a) 100,000 1,881,250
- ---------------------------------------------------------------
25,112,256
- ---------------------------------------------------------------
BEVERAGES (ALCOHOLIC)-0.68%
Canandaigua Brands, Inc.-Class
A(a) 121,800 7,368,900
- ---------------------------------------------------------------
BIOTECHNOLOGY-0.22%
IDEXX Laboratories, Inc.(a) 160,000 2,420,000
- ---------------------------------------------------------------
BROADCASTING (TELEVISION, RADIO &
CABLE)-5.59%
Citadel Communications Corp.(a) 149,400 7,217,887
- ---------------------------------------------------------------
Cox Radio, Inc.-Class A(a) 115,000 8,050,000
- ---------------------------------------------------------------
Emmis Broadcasting Corp.-Class
A(a) 100,000 7,212,500
- ---------------------------------------------------------------
Entercom Communications Corp.(a) 191,500 9,539,094
- ---------------------------------------------------------------
Hispanic Broadcasting Corp.(a) 60,000 4,860,000
- ---------------------------------------------------------------
Insight Communications Company,
Inc.(a) 316,300 7,472,587
- ---------------------------------------------------------------
Radio Unica Corp.(a) 25,000 715,625
- ---------------------------------------------------------------
Sinclair Broadcast Group, Inc.(a) 373,700 3,737,000
- ---------------------------------------------------------------
Univision Communications,
Inc.-Class A(a) 54,000 4,593,375
- ---------------------------------------------------------------
Westwood One, Inc.(a) 157,500 7,264,687
- ---------------------------------------------------------------
60,662,755
- ---------------------------------------------------------------
BUILDING MATERIALS-0.69%
TJ International, Inc. 160,000 4,960,000
- ---------------------------------------------------------------
White Cap Industries, Inc.(a) 180,000 2,542,500
- ---------------------------------------------------------------
7,502,500
- ---------------------------------------------------------------
CHEMICALS (SPECIALTY)-0.41%
W.R. Grace & Co.(a) 295,400 4,412,537
- ---------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-3.54%
Adtran, Inc.(a) 139,600 5,182,650
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMUNICATIONS EQUIPMENT-(CONTINUED)
Comverse Technology, Inc.(a)(b) 59,700 $ 6,775,950
- ---------------------------------------------------------------
Davox Corp.(a) 300,000 3,862,500
- ---------------------------------------------------------------
Digital Microwave Corp.(a) 300,000 4,462,500
- ---------------------------------------------------------------
Gilat Satellite Networks Ltd.
(Israel)(a) 82,400 4,295,100
- ---------------------------------------------------------------
NorthEast Optic Network, Inc.(a) 101,100 3,677,512
- ---------------------------------------------------------------
PairGain Technologies, Inc.(a) 100,000 1,225,000
- ---------------------------------------------------------------
REMEC, Inc.(a) 160,700 1,677,306
- ---------------------------------------------------------------
Scientific-Atlanta, Inc. 126,000 7,213,500
- ---------------------------------------------------------------
38,372,018
- ---------------------------------------------------------------
COMPUTERS (PERIPHERALS)-1.30%
DSP Communications, Inc.(a) 215,000 7,565,312
- ---------------------------------------------------------------
QLogic Corp.(a) 63,000 6,559,875
- ---------------------------------------------------------------
14,125,187
- ---------------------------------------------------------------
COMPUTERS (SOFTWARE &
SERVICES)-11.10%
AppNet Systems, Inc.(a) 100,400 4,373,675
- ---------------------------------------------------------------
Check Point Software Technologies
Ltd. (Israel)(a) 105,000 12,147,187
- ---------------------------------------------------------------
Dendrite International, Inc.(a) 122,700 3,849,712
- ---------------------------------------------------------------
Digital Insight Corp.(a) 70,000 2,773,750
- ---------------------------------------------------------------
Documentum, Inc.(a) 82,900 2,352,287
- ---------------------------------------------------------------
Eclipsys Corp.(a) 260,000 4,127,500
- ---------------------------------------------------------------
HNC Software, Inc.(a) 100,000 3,993,750
- ---------------------------------------------------------------
Hyperion Solutions Corp.(a) 195,000 4,753,125
- ---------------------------------------------------------------
InfoCure Corp.(a) 376,200 5,925,150
- ---------------------------------------------------------------
Interleaf, Inc.(a) 100,000 2,456,250
- ---------------------------------------------------------------
Keynote Systems, Inc.(a) 89,300 4,051,987
- ---------------------------------------------------------------
Mercury Interactive Corp.(a) 74,500 6,043,812
- ---------------------------------------------------------------
Navidec, Inc.(a) 250,000 2,546,875
- ---------------------------------------------------------------
PC-Tel, Inc.(a) 55,700 1,671,000
- ---------------------------------------------------------------
Peregrine Systems, Inc.(a) 115,500 5,067,562
- ---------------------------------------------------------------
Rational Software Corp.(a) 240,000 10,260,000
- ---------------------------------------------------------------
Sterling Software, Inc.(a) 340,000 7,458,750
- ---------------------------------------------------------------
Symantec Corp.(a) 300,000 14,325,000
- ---------------------------------------------------------------
Tanning Technology Corp.(a) 194,900 6,845,862
- ---------------------------------------------------------------
Titan Corp. (The)(a) 300,000 5,025,000
- ---------------------------------------------------------------
Transaction Systems Architects,
Inc.- Class A(a) 174,000 5,350,500
- ---------------------------------------------------------------
Trizetto Group, Inc. (The)(a) 335,400 3,354,000
- ---------------------------------------------------------------
Unigraphics Solutions, Inc.(a) 80,000 1,725,000
- ---------------------------------------------------------------
120,477,734
- ---------------------------------------------------------------
CONSUMER FINANCE-1.90%
American Capital Strategies, Ltd. 403,100 8,439,906
- ---------------------------------------------------------------
</TABLE>
FS-23
<PAGE> 129
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
CONSUMER FINANCE-(CONTINUED)
AmeriCredit Corp.(a) 559,500 $ 9,721,312
- ---------------------------------------------------------------
Cash America International, Inc. 255,000 2,406,562
- ---------------------------------------------------------------
20,567,780
- ---------------------------------------------------------------
DISTRIBUTORS (FOOD &
HEALTH)-0.44%
Performance Food Group Co.(a) 175,000 4,746,875
- ---------------------------------------------------------------
ELECTRIC COMPANIES-0.66%
Avista Corp. 365,000 6,570,000
- ---------------------------------------------------------------
Plug Power, Inc.(a) 38,200 611,200
- ---------------------------------------------------------------
7,181,200
- ---------------------------------------------------------------
ELECTRICAL EQUIPMENT-4.09%
American Power Conversion
Corp.(a) 285,000 6,394,687
- ---------------------------------------------------------------
Conexant Systems, Inc.(a) 85,000 7,936,875
- ---------------------------------------------------------------
Cree Research, Inc.(a) 246,000 10,501,125
- ---------------------------------------------------------------
DII Group, Inc.(a) 214,900 7,736,400
- ---------------------------------------------------------------
Pinnacle Systems, Inc.(a) 145,000 4,023,750
- ---------------------------------------------------------------
Sawtek, Inc.(a) 150,000 6,150,000
- ---------------------------------------------------------------
SLI, Inc.(a) 150,200 1,614,650
- ---------------------------------------------------------------
44,357,487
- ---------------------------------------------------------------
ELECTRONICS (COMPONENT
DISTRIBUTORS)-0.51%
Power-One, Inc.(a) 275,000 5,500,000
- ---------------------------------------------------------------
ELECTRONICS (DEFENSE)-0.19%
Aeroflex, Inc.(a) 371,700 2,067,581
- ---------------------------------------------------------------
ELECTRONICS
(INSTRUMENTATION)-2.29%
Alpha Industries, Inc.(a) 152,800 8,442,200
- ---------------------------------------------------------------
Methode Electronics, Inc.-Class A 304,500 4,872,000
- ---------------------------------------------------------------
Varian Inc.(a) 500,000 9,437,500
- ---------------------------------------------------------------
Varian Medical Systems, Inc. 100,000 2,106,250
- ---------------------------------------------------------------
24,857,950
- ---------------------------------------------------------------
ELECTRONICS
(SEMICONDUCTORS)-4.18%
Amkor Technology, Inc.(a) 332,900 6,720,419
- ---------------------------------------------------------------
Celestica Inc. (Canada)(a) 95,000 5,284,375
- ---------------------------------------------------------------
Fairchild Semiconductor Corp.(a) 200,000 5,050,000
- ---------------------------------------------------------------
Micrel, Inc.(a) 140,000 7,612,500
- ---------------------------------------------------------------
Microchip Technology, Inc.(a) 175,100 11,666,037
- ---------------------------------------------------------------
QuickLogic Corp.(a) 178,100 3,272,587
- ---------------------------------------------------------------
Sipex Corp.(a) 100,000 1,150,000
- ---------------------------------------------------------------
Zoran Corp.(a) 159,900 4,617,112
- ---------------------------------------------------------------
45,373,030
- ---------------------------------------------------------------
ENTERTAINMENT-1.39%
LodgeNet Entertainment Corp.(a) 85,200 1,565,550
- ---------------------------------------------------------------
SFX Entertainment, Inc.(a) 198,400 6,931,600
- ---------------------------------------------------------------
ValueVision International,
Inc.(a) 200,000 6,537,500
- ---------------------------------------------------------------
15,034,650
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
EQUIPMENT (SEMICONDUCTOR)-0.94%
Etec Systems, Inc.(a) 134,000 $ 5,117,125
- ---------------------------------------------------------------
Novellus Systems, Inc.(a) 65,000 5,037,500
- ---------------------------------------------------------------
10,154,625
- ---------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-0.44%
MicroFinancial, Inc. 170,000 1,859,375
- ---------------------------------------------------------------
SEI Investments Co. 30,000 2,924,062
- ---------------------------------------------------------------
4,783,437
- ---------------------------------------------------------------
FOODS-0.82%
American Italian Pasta Co.-Class
A(a) 177,700 4,464,713
- ---------------------------------------------------------------
Keebler Foods Co.(a) 140,500 4,487,219
- ---------------------------------------------------------------
8,951,932
- ---------------------------------------------------------------
HEALTH CARE (DRUGS-GENERIC &
OTHER)-1.35%
Alpharma, Inc.-Class A 180,000 6,333,750
- ---------------------------------------------------------------
Jones Pharma, Inc. 268,000 8,308,000
- ---------------------------------------------------------------
14,641,750
- ---------------------------------------------------------------
HEALTH CARE (HOSPITAL
MANAGEMENT)-0.71%
LifePoint Hospitals, Inc.(a) 650,100 7,679,306
- ---------------------------------------------------------------
HEALTH CARE (MANAGED CARE)-0.44%
Express Scripts, Inc.-Class A(a) 60,000 2,947,500
- ---------------------------------------------------------------
Trigon Healthcare, Inc.(a) 63,100 1,790,463
- ---------------------------------------------------------------
4,737,963
- ---------------------------------------------------------------
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-0.75%
Cyberonics, Inc.(a) 130,000 1,828,125
- ---------------------------------------------------------------
Lifecore Biomedical, Inc.(a) 200,000 2,500,000
- ---------------------------------------------------------------
Sybron International Corp.(a) 160,100 3,812,381
- ---------------------------------------------------------------
8,140,506
- ---------------------------------------------------------------
HEALTH CARE (SPECIALIZED
SERVICES)-2.12%
Advance Paradigm, Inc.(a) 92,000 3,921,500
- ---------------------------------------------------------------
MAXIMUS, Inc.(a) 201,800 4,679,238
- ---------------------------------------------------------------
Orthodontic Centers of America,
Inc.(a) 349,900 4,811,125
- ---------------------------------------------------------------
United Payors & United Providers,
Inc.(a) 270,000 4,539,375
- ---------------------------------------------------------------
Veterinary Centers of America,
Inc.(a) 430,000 5,052,500
- ---------------------------------------------------------------
23,003,738
- ---------------------------------------------------------------
INSURANCE (LIFE/HEALTH)-2.12%
Annuity and Life Reassurance,
Ltd. (Bermuda) 254,300 5,976,050
- ---------------------------------------------------------------
Clarica Life Insurance Co.
(Canada)(a) 337,900 5,462,216
- ---------------------------------------------------------------
Nationwide Financial Services,
Inc.-Class A 117,400 4,446,525
- ---------------------------------------------------------------
UICI(a) 269,200 7,133,800
- ---------------------------------------------------------------
23,018,591
- ---------------------------------------------------------------
INSURANCE
(PROPERTY-CASUALTY)-0.78%
CNA Surety Corp. 249,700 2,871,550
- ---------------------------------------------------------------
</TABLE>
FS-24
<PAGE> 130
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
INSURANCE (PROPERTY-CASUALTY)-(CONTINUED)
Radian Group, Inc. 106,660 $ 5,632,981
- ---------------------------------------------------------------
8,504,531
- ---------------------------------------------------------------
INVESTMENT MANAGEMENT-0.46%
Affiliated Managers Group,
Inc.(a) 185,000 4,948,750
- ---------------------------------------------------------------
MACHINERY (DIVERSIFIED)-0.62%
Applied Power, Inc.-Class A 231,700 6,733,781
- ---------------------------------------------------------------
MANUFACTURING (DIVERSIFIED)-0.40%
Spartech Corp. 150,000 4,293,750
- ---------------------------------------------------------------
MANUFACTURING (SPECIALIZED)-1.62%
Alpine Group, Inc. (The)(a) 530,000 6,989,375
- ---------------------------------------------------------------
Armor Holdings, Inc.(a) 399,500 3,870,156
- ---------------------------------------------------------------
Mettler-Toledo International,
Inc.(a) 227,000 6,767,438
- ---------------------------------------------------------------
17,626,969
- ---------------------------------------------------------------
NATURAL GAS-0.39%
Kinder Morgan, Inc. 210,000 4,226,250
- ---------------------------------------------------------------
OFFICE EQUIPMENT & SUPPLIES-0.54%
School Specialty, Inc.(a) 393,000 5,821,313
- ---------------------------------------------------------------
OIL & GAS (DRILLING &
EQUIPMENT)-3.21%
BJ Services Co.(a) 198,000 6,793,875
- ---------------------------------------------------------------
Cooper Cameron Corp.(a) 173,800 6,723,888
- ---------------------------------------------------------------
Key Energy Services, Inc.(a)(b) 1,978,800 8,904,600
- ---------------------------------------------------------------
Newpark Resources, Inc.(a) 325,000 2,092,188
- ---------------------------------------------------------------
Pride International, Inc.(a) 145,900 2,006,125
- ---------------------------------------------------------------
Tidewater, Inc. 219,000 6,570,000
- ---------------------------------------------------------------
Transocean Offshore, Inc. 62,600 1,701,938
- ---------------------------------------------------------------
34,792,614
- ---------------------------------------------------------------
OIL & GAS (EXPLORATION &
PRODUCTION)-3.68%
Apache Corp. 100,100 3,903,900
- ---------------------------------------------------------------
Basin Exploration, Inc.(a) 250,000 4,109,375
- ---------------------------------------------------------------
Devon Energy Corp. 158,700 6,169,463
- ---------------------------------------------------------------
Kerr-McGee Corp.-5.50% Pfd. DECS 180,000 6,772,500
- ---------------------------------------------------------------
Newfield Exploration Co.(a) 140,000 4,121,250
- ---------------------------------------------------------------
Nuevo Energy Co.(a) 348,000 4,937,250
- ---------------------------------------------------------------
Santa Fe Snyder Corp.(a) 295,000 2,544,375
- ---------------------------------------------------------------
Spinnaker Exploration Co.(a) 500,000 7,375,000
- ---------------------------------------------------------------
39,933,113
- ---------------------------------------------------------------
PAPER & FOREST PRODUCTS-0.22%
Potlatch Corp. 56,600 2,387,813
- ---------------------------------------------------------------
PUBLISHING-0.18%
IDG Books Worldwide, Inc.-Class
A(a) 107,100 1,914,413
- ---------------------------------------------------------------
REAL ESTATE INVESTMENT
TRUSTS-1.10%
AMRESCO Capital Trust, Inc. 215,500 1,885,625
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
REAL ESTATE INVESTMENT TRUSTS-(CONTINUED)
Apartment Investment & Management
Co. 111,790 $ 4,206,099
- ---------------------------------------------------------------
Colonial Properties Trust 105,100 2,680,050
- ---------------------------------------------------------------
Correctional Properties Trust 237,400 3,130,713
- ---------------------------------------------------------------
11,902,487
- ---------------------------------------------------------------
RESTAURANTS-1.15%
CEC Entertainment, Inc.(a) 302,500 9,698,906
- ---------------------------------------------------------------
Dave & Buster's, Inc.(a) 129,800 1,257,438
- ---------------------------------------------------------------
Rainforest Cafe, Inc.(a) 350,000 1,575,000
- ---------------------------------------------------------------
12,531,344
- ---------------------------------------------------------------
RETAIL (COMPUTERS & ELECTRONICS)-1.15%
CDW Computer Centers, Inc.(a) 137,700 8,502,975
- ---------------------------------------------------------------
InterTAN, Inc.(a) 175,000 3,937,500
- ---------------------------------------------------------------
12,440,475
- ---------------------------------------------------------------
RETAIL (DISCOUNTERS)-0.81%
Ames Department Stores, Inc.(a) 170,000 5,386,875
- ---------------------------------------------------------------
Family Dollar Stores, Inc. 163,600 3,374,250
- ---------------------------------------------------------------
8,761,125
- ---------------------------------------------------------------
RETAIL (FOOD CHAINS)-1.47%
BJ's Wholesale Club, Inc.(a) 195,000 6,008,438
- ---------------------------------------------------------------
Grand Union Co. (The)(a) 400,000 5,000,000
- ---------------------------------------------------------------
Wild Oats Markets, Inc.(a)(b) 140,000 4,935,000
- ---------------------------------------------------------------
15,943,438
- ---------------------------------------------------------------
RETAIL (SPECIALTY)-3.87%
CSK Auto Corp.(a) 282,400 5,047,900
- ---------------------------------------------------------------
Linens 'n Things, Inc.(a) 170,300 6,769,425
- ---------------------------------------------------------------
Lithia Motors, Inc.-Class A(a) 110,000 2,193,125
- ---------------------------------------------------------------
Michaels Stores, Inc.(a) 247,000 8,289,938
- ---------------------------------------------------------------
Rainbow Rentals, Inc.(a) 110,200 978,025
- ---------------------------------------------------------------
Rent-A-Center, Inc.(a) 262,000 4,797,875
- ---------------------------------------------------------------
Rent-Way, Inc.(a) 287,190 4,774,534
- ---------------------------------------------------------------
Sunglass Hut International,
Inc.(a) 183,700 2,215,881
- ---------------------------------------------------------------
Zale Corp.(a) 165,000 6,909,375
- ---------------------------------------------------------------
41,976,078
- ---------------------------------------------------------------
RETAIL (SPECIALTY-APPAREL)-1.82%
American Eagle Outfitters,
Inc.(a) 130,000 5,565,625
- ---------------------------------------------------------------
Men's Wearhouse, Inc. (The)(a) 246,200 5,401,013
- ---------------------------------------------------------------
Too Inc.(a) 373,700 5,979,200
- ---------------------------------------------------------------
Wet Seal, Inc.-Class A(a) 200,000 2,800,000
- ---------------------------------------------------------------
19,745,838
- ---------------------------------------------------------------
SERVICES
(ADVERTISING/MARKETING)-2.10%
Circle.com(a) 43,750 634,375
- ---------------------------------------------------------------
Lamar Advertising Co.(a) 145,000 7,830,000
- ---------------------------------------------------------------
Snyder Communications, Inc.(a) 175,000 2,231,250
- ---------------------------------------------------------------
TeleTech Holdings, Inc.(a) 360,000 5,107,500
- ---------------------------------------------------------------
</TABLE>
FS-25
<PAGE> 131
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
SERVICES (ADVERTISING/MARKETING)-(CONTINUED)
Young & Rubicam, Inc. 153,500 $ 7,022,625
- ---------------------------------------------------------------
22,825,750
- ---------------------------------------------------------------
SERVICES (COMMERCIAL &
CONSUMER)-3.77%
Central Parking Corp. 160,000 4,290,000
- ---------------------------------------------------------------
Copart, Inc.(a) 200,000 4,600,000
- ---------------------------------------------------------------
F.Y.I., Inc.(a) 134,800 4,448,400
- ---------------------------------------------------------------
Iron Mountain, Inc.(a) 250,000 7,562,500
- ---------------------------------------------------------------
Pegasus Systems, Inc.(a) 100,000 4,275,000
- ---------------------------------------------------------------
Pre-Paid Legal Services, Inc.(a) 100,000 2,425,000
- ---------------------------------------------------------------
Quanta Services, Inc.(a) 270,000 7,526,250
- ---------------------------------------------------------------
Regis Corp. 312,700 5,804,494
- ---------------------------------------------------------------
40,931,644
- ---------------------------------------------------------------
SERVICES (COMPUTER SYSTEMS)-2.43%
E-Stamp Corp.(a) 125,600 2,920,200
- ---------------------------------------------------------------
Insight Enterprises, Inc.(a) 200,000 7,475,000
- ---------------------------------------------------------------
Safeguard Scientifics, Inc.(a) 76,200 6,410,325
- ---------------------------------------------------------------
SunGard Data Systems, Inc.(a) 185,000 4,520,938
- ---------------------------------------------------------------
Sykes Enterprises, Inc.(a)(b) 161,900 4,998,663
- ---------------------------------------------------------------
26,325,126
- ---------------------------------------------------------------
SERVICES (DATA PROCESSING)-3.40%
4Front Technologies, Inc.(a) 230,000 3,133,750
- ---------------------------------------------------------------
BISYS Group, Inc. (The)(a) 135,000 6,885,000
- ---------------------------------------------------------------
Concord EFS, Inc.(a) 219,000 5,926,688
- ---------------------------------------------------------------
CSG Systems International,
Inc.(a) 340,800 11,693,700
- ---------------------------------------------------------------
Lason Holdings, Inc.(a) 141,400 5,253,894
- ---------------------------------------------------------------
MedQuist, Inc.(a) 125,000 4,000,000
- ---------------------------------------------------------------
36,893,032
- ---------------------------------------------------------------
SERVICES (EMPLOYMENT)-1.52%
Heidrick & Struggles
International, Inc.(a) 425,000 9,775,000
- ---------------------------------------------------------------
Korn/Ferry International(a) 300,000 6,675,000
- ---------------------------------------------------------------
16,450,000
- ---------------------------------------------------------------
SERVICES (FACILITIES &
ENVIRONMENTAL)-1.01%
Cornell Corrections, Inc.(a) 274,600 3,552,638
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
SERVICES (FACILITIES &
ENVIRONMENTAL)-(CONTINUED)
Tetra Tech, Inc.(a) 244,375 $ 3,879,453
- ---------------------------------------------------------------
Wackenhut Corrections Corp.(a) 279,700 3,583,656
- ---------------------------------------------------------------
11,015,747
- ---------------------------------------------------------------
TELECOMMUNICATIONS (CELLULAR/
WIRELESS)-2.41%
Arch Communications, Inc.(a) 1,368,200 6,841,000
- ---------------------------------------------------------------
Powerwave Technologies, Inc.(a) 210,000 13,663,125
- ---------------------------------------------------------------
Western Wireless Corp.-Class A(a) 105,900 5,599,463
- ---------------------------------------------------------------
26,103,588
- ---------------------------------------------------------------
TELECOMMUNICATIONS (LONG
DISTANCE)-1.74%
CapRock Communications Corp.(a) 160,100 4,612,881
- ---------------------------------------------------------------
ITC DeltaCom, Inc.(a) 225,000 5,400,000
- ---------------------------------------------------------------
IXC Communications, Inc.(a) 125,000 5,398,438
- ---------------------------------------------------------------
Network Plus Corp.(a) 281,900 3,488,513
- ---------------------------------------------------------------
18,899,832
- ---------------------------------------------------------------
TEXTILES (SPECIALTY)-0.45%
Polymer Group, Inc.(a) 250,000 4,890,625
- ---------------------------------------------------------------
WASTE MANAGEMENT-0.76%
Catalytica, Inc.(a) 383,600 4,818,975
- ---------------------------------------------------------------
Safety-Kleen Corp.(a) 300,000 3,431,250
- ---------------------------------------------------------------
8,250,225
- ---------------------------------------------------------------
Total Common Stocks & Other
Equity Interests (Cost
$817,213,729) 1,038,196,939
- ---------------------------------------------------------------
MONEY MARKET FUNDS-5.01%
STIC Liquid Assets Portfolio(c) 27,206,331 27,206,331
- ---------------------------------------------------------------
STIC Prime Portfolio(c) 27,206,331 27,206,331
- ---------------------------------------------------------------
Total Money Market Funds
(Cost $54,412,662) 54,412,662
- ---------------------------------------------------------------
TOTAL INVESTMENTS-100.71% 1,092,609,601
- ---------------------------------------------------------------
LIABILITIES LESS OTHER
ASSETS-(0.71%) (7,755,403)
- ---------------------------------------------------------------
NET ASSETS-100.00% $1,084,854,198
===============================================================
</TABLE>
Investment Abbreviations:
ADR - American Depositary Receipt
DECS - Dividend Enhanced Convertible Stock
Pfd. - Preferred
Notes to Schedule of Investments:
(a) Non-income producing security.
(b) A portion of these securities are subject to call options written. See note
7.
(c) The security shares the same investment advisor as the Fund.
See Notes to Financial Statements.
FS-26
<PAGE> 132
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$871,626,391) $1,092,609,601
- ------------------------------------------------------------
Receivables for:
Investments sold 6,415,287
- ------------------------------------------------------------
Capital stock sold 840,723
- ------------------------------------------------------------
Dividends and interest 628,709
- ------------------------------------------------------------
Investment for deferred compensation plan 20,604
- ------------------------------------------------------------
Other assets 50,800
- ------------------------------------------------------------
Total assets 1,100,565,724
- ------------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 7,829,939
- ------------------------------------------------------------
Capital stock reacquired 4,662,280
- ------------------------------------------------------------
Deferred compensation 20,604
- ------------------------------------------------------------
Options written (Premiums received
$1,725,877) 1,358,566
- ------------------------------------------------------------
Accrued advisory fees 598,454
- ------------------------------------------------------------
Accrued administrative services fees 11,335
- ------------------------------------------------------------
Accrued directors' fees 7,298
- ------------------------------------------------------------
Accrued distribution fees 777,268
- ------------------------------------------------------------
Accrued transfer agent fees 298,326
- ------------------------------------------------------------
Accrued operating expenses 147,456
- ------------------------------------------------------------
Total liabilities 15,711,526
- ------------------------------------------------------------
NET ASSETS APPLICABLE TO SHARES OUTSTANDING $1,084,854,198
============================================================
NET ASSETS:
Class A $ 579,513,715
============================================================
Class B $ 451,508,436
============================================================
Class C $ 53,832,047
============================================================
CAPITAL STOCK, $0.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
- ------------------------------------------------------------
Outstanding 38,038,314
============================================================
Class B:
Authorized 750,000,000
- ------------------------------------------------------------
Outstanding 30,307,455
============================================================
Class C:
Authorized 750,000,000
- ------------------------------------------------------------
Outstanding 3,615,539
============================================================
Class A:
Net asset value and redemption price per
share $ 15.24
- ------------------------------------------------------------
Offering price per share:
(Net assets value of $15.24 / 94.50%) $ 16.13
============================================================
Class B:
Net asset value and offering price per
share $ 14.90
============================================================
Class C:
Net asset value and offering price per
share $ 14.89
============================================================
</TABLE>
STATEMENT OF OPERATIONS
For the year ended October 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $7,896 foreign withholding
tax) $ 5,122,516
- ------------------------------------------------------------
Interest 3,156,458
- ------------------------------------------------------------
Total investment income 8,278,974
- ------------------------------------------------------------
EXPENSES:
Advisory fees 8,102,504
- ------------------------------------------------------------
Administrative services fees 111,632
- ------------------------------------------------------------
Custodian fees 142,592
- ------------------------------------------------------------
Directors' fees 23,177
- ------------------------------------------------------------
Distribution fees-Class A 2,355,478
- ------------------------------------------------------------
Distribution fees-Class B 4,981,777
- ------------------------------------------------------------
Distribution fees-Class C 552,292
- ------------------------------------------------------------
Transfer agent fees-Class A 1,906,743
- ------------------------------------------------------------
Transfer agent fees-Class B 1,868,026
- ------------------------------------------------------------
Transfer agent fees-Class C 209,129
- ------------------------------------------------------------
Other 738,152
- ------------------------------------------------------------
Total expenses 20,991,502
- ------------------------------------------------------------
Less: Expenses paid indirectly (40,231)
- ------------------------------------------------------------
Net expenses 20,951,271
- ------------------------------------------------------------
Net investment income (loss) (12,672,297)
- ------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENT SECURITIES AND OPTION CONTRACTS:
Net realized gain (loss) from:
Investment securities 68,479,789
- ------------------------------------------------------------
Foreign currencies (317)
- ------------------------------------------------------------
Option contracts written (158,316)
- ------------------------------------------------------------
68,321,156
- ------------------------------------------------------------
Change in net unrealized appreciation of:
Investment securities 142,652,463
- ------------------------------------------------------------
Option contracts written 367,311
- ------------------------------------------------------------
143,019,774
- ------------------------------------------------------------
Net gain from investment securities and
option contracts 211,340,930
- ------------------------------------------------------------
Net increase in net assets resulting from
operations $198,668,633
============================================================
</TABLE>
See Notes to Financial Statements.
FS-27
<PAGE> 133
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (12,672,297) $ (8,332,574)
- ---------------------------------------------------------------------------------------------
Net realized gain (loss) on sales of investment
securities, foreign currencies, futures and option
contracts 68,321,156 (67,636,533)
- ---------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) of
investment securities, foreign currencies, futures and
option contracts 143,019,774 (114,227,472)
- ---------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations 198,668,633 (190,196,579)
- ---------------------------------------------------------------------------------------------
Share transactions-net:
Class A (251,714,847) 242,830,301
- ---------------------------------------------------------------------------------------------
Class B (119,088,321) 274,584,791
- ---------------------------------------------------------------------------------------------
Class C (2,560,814) 44,827,215
- ---------------------------------------------------------------------------------------------
Net increase (decrease) in net assets (174,695,349) 372,045,728
- ---------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 1,259,549,547 887,503,819
- ---------------------------------------------------------------------------------------------
End of period $1,084,854,198 $1,259,549,547
=============================================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $ 874,112,818 $1,260,398,710
- ---------------------------------------------------------------------------------------------
Undistributed net investment income (loss) 170,513 (21,335)
- ---------------------------------------------------------------------------------------------
Undistributed net realized gain (loss) on sales of
investment securities, foreign currencies, futures and
option contracts (10,779,655) (79,158,576)
- ---------------------------------------------------------------------------------------------
Unrealized appreciation of investment securities, foreign
currencies, futures and option contracts 221,350,522 78,330,748
- ---------------------------------------------------------------------------------------------
$1,084,854,198 $1,259,549,547
=============================================================================================
</TABLE>
See Notes to Financial Statements.
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Capital Development Fund (the "Fund") is a series portfolio of AIM Equity
Funds, Inc. (the "Company"). The Company is a Maryland corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end series management investment company consisting of ten separate
portfolios. The Fund currently offers three different classes of shares: Class A
shares, Class B shares and Class C shares. Class A shares are sold with a
front-end sales charge. Class B shares and Class C shares are sold with a
contingent deferred sales charge. Matters affecting each portfolio or class will
be voted on exclusively by the shareholders of such portfolio or class. The
assets, liabilities and operations of each portfolio are accounted for
separately. Information presented in these financial statements pertains only to
the Fund. The Fund's investment objective is long-term growth of capital.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular
day, the security is valued at the closing bid price on that day. Each
security reported on the NASDAQ National Market System is valued at the
last sales price on the valuation date or absent a last sales price, at the
closing bid price. Debt obligations (including convertible bonds) are
valued on the basis of prices provided by an independent pricing service.
Prices provided by the pricing service may be determined without exclusive
reliance on quoted prices, and may reflect appropriate factors such as
yield, type of issue, coupon rate and maturity date. Securities for which
market prices are not provided by any of the above methods are valued based
upon quotes furnished by independent sources and are valued at the last bid
price in the case of equity securities and in the case of debt obligations,
the mean between the last bid and asked prices. Securities for which market
quotations are not readily available or are questionable are valued at fair
value
FS-28
<PAGE> 134
as determined in good faith by or under the supervision of the Company's
officers in a manner specifically authorized by the Board of Directors of
the Company. Short-term obligations having 60 days or less to maturity are
valued at amortized cost which approximates market value. For purposes of
determining net asset value per share, futures and options contracts
generally will be valued 15 minutes after the close of trading of the New
York Stock Exchange ("NYSE").
Generally, trading in foreign securities is substantially completed each
day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the NYSE
which would not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair
value as determined in good faith by or under the supervision of the Board
of Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date.
On October 31, 1999, undistributed net investment income was increased by
$12,864,145, undistributed net realized gains increased by $57,765 and
paid-in capital decreased by $12,921,910 as a result of differing book/tax
treatment of foreign currency transactions and net operating loss
reclassifications in order to comply with the requirements of the American
Institute of Certified Public Accountants Statement of Position 93-2. Net
assets of the Fund were unaffected by the reclassification discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements. The Fund has a capital loss
carryforward of $8,826,774 as of October 31, 1999 which may be carried
forward to offset future taxable gains, if any, which expires, if not
previously utilized, in the year 2006.
D. Foreign Currency Translations -- Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are
translated into U.S. dollar amounts on the respective dates of such
transactions. The Fund does not separately account for that portion of the
results of operations resulting from changes in foreign exchange rates on
investments and the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
E. Futures Contracts -- The Fund may purchase or sell futures contracts as a
hedge against changes in market conditions. Initial margin deposits
required upon entering into futures contracts are satisfied by the
segregation of specific securities as collateral for the account of the
broker (the Fund's agent in acquiring the futures position). During the
period the futures contracts are open, changes in the value of the
contracts are recognized as unrealized gains or losses by "marking to
market" on a daily basis to reflect the market value of the contracts at
the end of each day's trading. Variation margin payments are made or
received depending upon whether unrealized gains or losses are incurred.
When the contracts are closed, the Fund recognizes a realized gain or loss
equal to the difference between the proceeds from, or cost of, the closing
transaction and the Fund's basis in the contract. Risks include the
possibility of an illiquid market and that a change in value of the
contracts may not correlate with changes in the value of the securities
being hedged.
F. Foreign Currency Contracts -- A foreign currency contract is an obligation
to purchase or sell a specific currency for an agreed-upon price at a
future date. The Fund may enter into a foreign currency contract to attempt
to minimize the risk to the Fund from adverse changes in the relationship
between currencies. The Fund may also enter into a foreign currency
contract for the purchase or sale of a security denominated in a foreign
currency in order to "lock in" the U.S. dollar price of that security. The
Fund could be exposed to risk if counterparties to the contracts are unable
to meet the terms of their contracts or if the value of the foreign
currency changes unfavorably.
G. Covered Call Options -- The Fund may write call options, but only on a
covered basis; that is, the Fund will own the underlying security. Options
written by the Fund normally will have expiration dates between three and
nine months from the date written. The exercise price of a call option may
be below, equal to, or above the current market value of the underlying
security at the time the option is written. When the Fund writes a covered
call option, an amount equal to the premium received by the Fund is
recorded as an asset and an equivalent liability. The amount of the
liability is subsequently "marked-to-market" to reflect the current market
value of the option written. The current market value of a written option
is the mean between the last bid and asked prices on that day. If a written
call option expires on the stipulated expiration date, or if the Fund
enters into a closing purchase transaction, the Fund realizes a gain (or a
loss if the closing purchase transaction exceeds the premium received when
the option was written) without regard to any unrealized gain or loss on
the underlying
FS-29
<PAGE> 135
security, and the liability related to such option is extinguished. If a
written option is exercised, the Fund realizes a gain or a loss from the
sale of the underlying security and the proceeds of the sale are increased
by the premium originally received.
A call option gives the purchaser of such option the right to buy, and
the writer (the Fund) the obligation to sell, the underlying security at
the stated exercise price during the option period. The purchaser of a call
option has the right to acquire the security which is the subject of the
call option at any time during the option period. During the option period,
in return for the premium paid by the purchaser of the option, the Fund has
given up the opportunity for capital appreciation above the exercise price
should the market price of the underlying security increase, but has
retained the risk of loss should the price of the underlying security
decline. During the option period, the Fund may be required at any time to
deliver the underlying security against payment of the exercise price. This
obligation is terminated upon the expiration of the option period or at
such earlier time at which the Fund effects a closing purchase transaction
by purchasing (at a price which may be higher than that received when the
call option was written) a call option identical to the one originally
written.
H. Expenses -- Distribution expenses and transfer agency expenses directly
attributable to a class of shares are charged to that class' operations.
All other expenses which are attributable to more than one class are
allocated among the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.75% of
the first $350 million of the Fund's average daily net assets, plus 0.625% of
the Fund's average daily net assets in excess of $350 million.
The Fund, pursuant to a master administrative services agreement with AIM, has
agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the year ended October 31, 1999, AIM was
paid $111,632 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the year ended October 31, 1999, AFS
was paid $2,293,295 for such services.
The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares of the Fund. The Company has adopted a plan
pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A
shares, Class B shares and Class C shares (collectively the "Plans"). The Fund ,
pursuant to the Plans, pays AIM Distributors compensation at the annual rate of
0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the
average daily net assets of Class B and C shares. Of these amounts, the Fund may
pay a service fee of 0.25% of the average daily net assets of the Class A, Class
B or Class C shares to selected dealers and financial institutions who furnish
continuing personal shareholder services to their customers who purchase and own
the appropriate class of shares of the Fund. Any amounts not paid as a service
fee under the Plans would constitute an asset-based sales charge. The Plans also
impose a cap on the total sales charges, including asset-based sales charges
that may be paid by the respective classes. During the year ended October 31,
1999, the Class A, Class B and Class C shares paid AIM Distributors $2,355,478,
$4,981,777 and $552,292, respectively, as compensation under the Plans.
AIM Distributors received commissions of $386,856 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $120,769 in contingent deferred sales charges imposed
on redemptions of Fund shares. Certain officers and directors of the Company are
officers and directors of AIM, AFS and AIM Distributors.
During the year ended October 31, 1999, the Fund paid legal fees of $5,896 for
services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the
Company's directors. A member of that firm is a director of the Company.
NOTE 3-INDIRECT EXPENSES
During the year ended October 31, 1999, the Fund received reductions in transfer
agency fees from AFS (an affiliate of AIM) and reductions in custodian fees of
$14,979 and $25,252, respectively, under expense offset arrangements. The effect
of the above arrangements resulted in a reduction of the Fund's total expenses
of $40,231 during the year ended October 31, 1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. Prior to
May 28, 1999, the commitment fee rate was 0.05%. The commitment fee is allocated
among the funds based on their respective average net assets for the period.
FS-30
<PAGE> 136
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$1,362,900,625 and $1,707,625,394, respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of investment securities $273,125,832
- ---------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities (54,095,503)
- ---------------------------------------------------------------------------
Net unrealized appreciation of investment securities $219,030,329
===========================================================================
</TABLE>
Cost of investments for tax purposes is $873,579,272.
NOTE 7-CALL OPTION CONTRACTS
Transactions in call options written during the year ended October 31, 1999 are
summarized as follows:
<TABLE>
<CAPTION>
CALL OPTION CONTRACTS
----------------------
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
--------- ----------
<S> <C> <C>
Beginning of period -- --
- ------------------------------------------------------------------------------------
Written 11,878 $3,353,921
- ------------------------------------------------------------------------------------
Closed (3,698) (468,477)
- ------------------------------------------------------------------------------------
Exercised (2,198) (401,105)
- ------------------------------------------------------------------------------------
Expired (1,000) (758,462)
- ------------------------------------------------------------------------------------
End of period 4,982 $1,725,877
====================================================================================
</TABLE>
Open call option contracts written at October 31, 1999 were as follows:
<TABLE>
<CAPTION>
NUMBER OCTOBER 31, UNREALIZED
CONTRACT STRIKE OF PREMIUMS 1999 APPRECIATION
ISSUE MONTH PRICE CONTRACTS RECEIVED MARKET VALUE (DEPRECIATION)
- ----- -------- ------ --------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Comverse Technology, Inc. Nov. 99 $105 597 $ 381,917 $ 597,000 $(215,083)
- ---------------------------------------------------------------------------------------------------------------------------------
Key Energy Group, Inc. Jan. 00 5 1,991 170,225 93,328 76,897
- ---------------------------------------------------------------------------------------------------------------------------------
Sykes Enterprises, Inc. Dec. 99 30 994 269,365 291,988 (22,623)
- ---------------------------------------------------------------------------------------------------------------------------------
Wild Oats Markets, Inc. Dec. 99 35 1,400 904,370 376,250 528,120
- ---------------------------------------------------------------------------------------------------------------------------------
4,982 $1,725,877 $1,358,566 $ 367,311
=================================================================================================================================
</TABLE>
NOTE 8-CAPITAL STOCK
Changes in capital stock outstanding during the years ended October 31, 1999 and
1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
--------------------------- ----------------------------
SHARES AMOUNT SHARES AMOUNT
----------- ------------- ----------- --------------
<S> <C> <C> <C> <C>
Sold:
Class A 25,404,762 $ 358,048,933 101,121,530 $1,487,557,560
- ------------------------------------------------------------------------------------------------------------------------
Class B 7,763,785 107,015,784 25,176,788 370,811,453
- ------------------------------------------------------------------------------------------------------------------------
Class C 2,461,885 34,429,174 4,336,475 62,530,399
- ------------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
Reacquired:
Class A (43,024,621) (609,763,780) (85,122,675) (1,244,727,259)
- ------------------------------------------------------------------------------------------------------------------------
Class B (16,362,323) (226,104,105) (6,860,398) (96,226,662)
- ------------------------------------------------------------------------------------------------------------------------
Class C (2,650,984) (36,989,988) (1,375,616) (17,703,184)
- ------------------------------------------------------------------------------------------------------------------------
(26,407,496) $(373,363,982) 37,276,104 $ 562,242,307
========================================================================================================================
</TABLE>
FS-31
<PAGE> 137
NOTE 9-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A capital stock
outstanding during each of the years in the three-year period ended October 31,
1999 and the period June 17, 1996 (date operations commenced) through October
31, 1996, for a share of Class B capital stock outstanding during each of the
years in the three-year period ended October 31, 1999 and the period October 1,
1996 (date sales commenced) through October 31, 1996 and for a share of Class C
capital stock outstanding during each of the two years in the period ended
October 31, 1999 and the period August 4, 1997 (date sales commenced) through
October 31, 1997.
<TABLE>
<CAPTION>
CLASS A CLASS B
------------------------------------------ ------------------------------------------
1999 1998 1997 1996 1999 1998 1997 1996
-------- -------- -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $ 12.89 $14.57 $11.09 $10.00 $ 12.70 $14.46 $11.08 $11.26
- ---------------------------- -------- -------- -------- -------- -------- -------- -------- -------
Income from investment
operations:
Net investment income
(loss) (0.10)(a) (0.06)(a) (0.10)(a) (0.01)(a) (0.20)(a) (0.16)(a) (0.20)(a) (0.01)(a)
- ---------------------------- -------- -------- -------- -------- -------- -------- -------- -------
Net gains (losses) on
securities (both
realized and
unrealized) 2.45 (1.62) 3.58 1.10 2.40 (1.60) 3.58 (0.17)
- ---------------------------- -------- -------- -------- -------- -------- -------- -------- -------
Total from
investment
operations 2.35 (1.68) 3.48 1.09 2.20 (1.76) 3.38 (0.18)
- ---------------------------- -------- -------- -------- -------- -------- -------- -------- -------
Net asset value, end of
period $ 15.24 $12.89 $14.57 $11.09 $ 14.90 $12.70 $14.46 $11.08
============================ ======== ======== ======== ======== ======== ======== ======== =======
Total return(b) 18.23% (11.53)% 31.38% 10.90% 17.32% (12.17)% 30.51% (1.60)%
============================ ======== ======== ======== ======== ======== ======== ======== =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000s omitted) $579,514 $717,263 $577,685 $251,253 $451,508 $493,993 $297,623 $22,435
- ---------------------------- -------- -------- -------- -------- -------- -------- -------- -------
Ratio of expenses to average
net assets(c) 1.38%(d) 1.28% 1.33% 1.35%(e) 2.12%(d) 2.02% 2.09% 1.89%(e)
============================ ======== ======== ======== ======== ======== ======== ======== =======
Ratio of net investment
income (loss) to average
net assets(f) (0.70)%(d) (0.40)% (0.83)% (0.29)%(e) (1.44)%(d) (1.14)%(d) (1.59)% (0.83)%(e)
============================ ======== ======== ======== ======== ======== ======== ======== =======
Portfolio turnover rate 117% 78% 41% 13% 117% 78% 41% 13%
============================ ======== ======== ======== ======== ======== ======== ======== =======
<CAPTION>
CLASS C
--------------------------------
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Net asset value, beginning
of period $ 12.69 $14.45 $13.48
- ---------------------------- ------- ------- -------
Income from investment
operations:
Net investment income
(loss) (0.20)(a) (0.16) (0.06)(a)
- ---------------------------- ------- ------- -------
Net gains (losses) on
securities (both
realized and
unrealized) 2.40 (1.60) 1.03
- ---------------------------- ------- ------- -------
Total from
investment
operations 2.20 (1.76) 0.97
- ---------------------------- ------- ------- -------
Net asset value, end of
period $ 14.89 $12.69 $14.45
============================ ======= ======= =======
Total return(b) 17.34% (12.18)% 7.20%
============================ ======= ======= =======
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000s omitted) $53,832 $48,293 $12,195
- ---------------------------- ------- ------- -------
Ratio of expenses to average
net assets(c) 2.12%(d) 2.02% 2.14%(e)
============================ ======= ======= =======
Ratio of net investment
income (loss) to average
net assets(f) (1.44)%(d) (1.14)% (1.64)%(e)
============================ ======= ======= =======
Portfolio turnover rate 117% 78% 41%
============================ ======= ======= =======
</TABLE>
(a) Calculated using average shares outstanding.
(b) Does not deduct 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 1.38% and 1.60% (annualized) for
1997-1996 for Class A, 2.14% and 2.28% (annualized) for
1997-1996 for Class B and 2.19% (annualized) for 1997 for
Class C.
(d) Ratios are based on average net assets of $672,993,650,
$498,177,719 and $55,229,231 for Class A, 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 (0.88)% and
(0.54)% (annualized) for 1997-1996 for Class A, (1.64)% and
(1.22)% (annualized) for 1997-1996 for Class B and (1.69)%
(annualized) for 1997 for Class C.
FS-32
<PAGE> 138
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We have audited the accompanying statement of assets and
liabilities of the AIM Charter Fund (a portfolio of AIM
Equity Funds, Inc.), including the schedule of
investments, as of October 31, 1999, the related
statement of operations for the year then ended, the
statement of changes in net assets for each of the years
in the two-year period then ended and the financial
highlights for each of the years in the five-year period
then ended. These financial statements and financial
highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion
on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all
material respects, the financial position of AIM Charter
Fund as of October 31, 1999, the results of its
operations for the year then ended, the changes in its
net assets for each of the years in the two-year period
then ended and the financial highlights for each of the
years in the five-year period then ended, in conformity
with generally accepted accounting principles.
/s/ KPMG LLP
------------
KPMG LLP
December 3, 1999
Houston, Texas
FS-33
<PAGE> 139
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS & OTHER EQUITY
INTERESTS-92.27%
BANKS (MONEY CENTER)-2.97%
Chase Manhattan Corp. (The) 2,500,000 $ 218,437,500
- ---------------------------------------------------------------
BROADCASTING (TELEVISION, RADIO
& CABLE)-4.67%
AT&T Corp.-Liberty Media
Group-Class A(a) 1,000,000 39,687,500
- ---------------------------------------------------------------
Comcast Corp.-Class A 3,000,000 126,375,000
- ---------------------------------------------------------------
MediaOne Group, Inc.(a) 2,500,000 177,656,250
- ---------------------------------------------------------------
343,718,750
- ---------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-4.90%
Corning, Inc. 500,000 39,312,500
- ---------------------------------------------------------------
Lucent Technologies Inc. 1,755,000 112,758,750
- ---------------------------------------------------------------
Motorola, Inc. 850,000 82,821,875
- ---------------------------------------------------------------
Nokia Oyj-ADR (Finland) 800,000 92,450,000
- ---------------------------------------------------------------
QUALCOMM, Inc.(a) 150,000 33,412,500
- ---------------------------------------------------------------
360,755,625
- ---------------------------------------------------------------
COMPUTERS (HARDWARE)-6.27%
Dell Computer Corp.(a) 1,500,000 60,187,500
- ---------------------------------------------------------------
International Business Machines
Corp.(b) 2,250,000 221,343,750
- ---------------------------------------------------------------
Sun Microsystems, Inc.(a) 1,700,000 179,881,250
- ---------------------------------------------------------------
461,412,500
- ---------------------------------------------------------------
COMPUTERS (NETWORKING)-2.51%
Cisco Systems, Inc.(a) 2,500,000 185,000,000
- ---------------------------------------------------------------
COMPUTERS (PERIPHERALS)-2.33%
EMC Corp.(a) 1,250,000 91,250,000
- ---------------------------------------------------------------
Lexmark International Group,
Inc.-Class A(a) 1,024,500 79,975,031
- ---------------------------------------------------------------
171,225,031
- ---------------------------------------------------------------
COMPUTERS (SOFTWARE &
SERVICES)-10.27%
America Online, Inc.(a) 600,000 77,812,500
- ---------------------------------------------------------------
Microsoft Corp.(a) 3,800,000 351,737,500
- ---------------------------------------------------------------
Novell, Inc.(a) 11,000,000 220,687,500
- ---------------------------------------------------------------
VERITAS Software Corp.(a) 650,000 70,118,750
- ---------------------------------------------------------------
Yahoo! Inc.(a) 200,000 35,812,500
- ---------------------------------------------------------------
756,168,750
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
CONSUMER FINANCE-0.74%
Providian Financial Corp. 500,000 $ 54,500,000
- ---------------------------------------------------------------
ELECTRICAL EQUIPMENT-2.76%
General Electric Co. 1,500,000 203,343,750
- ---------------------------------------------------------------
ELECTRONICS
(SEMICONDUCTORS)-1.55%
Linear Technology Corp. 600,000 41,962,500
- ---------------------------------------------------------------
Texas Instruments, Inc. 800,000 71,800,000
- ---------------------------------------------------------------
113,762,500
- ---------------------------------------------------------------
EQUIPMENT (SEMICONDUCTOR)-0.82%
Applied Materials, Inc.(a) 500,000 44,906,250
- ---------------------------------------------------------------
Teradyne, Inc.(a) 400,000 15,400,000
- ---------------------------------------------------------------
60,306,250
- ---------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-7.81%
American Express Co. 1,500,000 231,000,000
- ---------------------------------------------------------------
Citigroup, Inc. 2,300,000 124,487,500
- ---------------------------------------------------------------
Fannie Mae 1,000,000 70,750,000
- ---------------------------------------------------------------
Freddie Mac 2,750,000 148,671,875
- ---------------------------------------------------------------
574,909,375
- ---------------------------------------------------------------
HEALTH CARE (DIVERSIFIED)-7.55%
American Home Products Corp. 1,400,000 73,150,000
- ---------------------------------------------------------------
Bristol-Myers Squibb Co. 2,000,000 153,625,000
- ---------------------------------------------------------------
Johnson & Johnson 1,500,001 157,125,084
- ---------------------------------------------------------------
Warner-Lambert Co. 2,150,000 171,596,875
- ---------------------------------------------------------------
555,496,959
- ---------------------------------------------------------------
HEALTH CARE (DRUGS-MAJOR
PHARMACEUTICALS)-4.05%
Pfizer, Inc. 3,750,000 148,125,000
- ---------------------------------------------------------------
Pharmacia & Upjohn, Inc. 950,000 51,240,625
- ---------------------------------------------------------------
Schering-Plough Corp. 2,000,000 99,000,000
- ---------------------------------------------------------------
298,365,625
- ---------------------------------------------------------------
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-1.64%
Guidant Corp. 1,750,000 86,406,250
- ---------------------------------------------------------------
Medtronic, Inc. 1,000,000 34,625,000
- ---------------------------------------------------------------
121,031,250
- ---------------------------------------------------------------
</TABLE>
FS-34
<PAGE> 140
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
INSURANCE (MULTI-LINE)-2.80%
American International Group,
Inc. 2,000,000 $ 205,875,000
- ---------------------------------------------------------------
INVESTMENT
BANKING/BROKERAGE-3.74%
Goldman Sachs Group, Inc. (The) 150,000 10,650,000
- ---------------------------------------------------------------
Merrill Lynch & Co., Inc. 500,000 39,250,000
- ---------------------------------------------------------------
Morgan Stanley, Dean Witter,
Discover & Co. 1,250,000 137,890,625
- ---------------------------------------------------------------
Schwab (Charles) Corp. (The) 2,250,000 87,609,375
- ---------------------------------------------------------------
275,400,000
- ---------------------------------------------------------------
LODGING-HOTELS-0.76%
Carnival Corp. 1,250,000 55,625,000
- ---------------------------------------------------------------
MANUFACTURING
(DIVERSIFIED)-5.19%
Tyco International Ltd.(b) 8,650,000 345,459,375
- ---------------------------------------------------------------
United Technologies Corp. 600,000 36,300,000
- ---------------------------------------------------------------
381,759,375
- ---------------------------------------------------------------
OIL & GAS (DRILLING &
EQUIPMENT)-1.50%
Baker Hughes, Inc. 1,250,000 34,921,875
- ---------------------------------------------------------------
Halliburton Co. 800,000 30,150,000
- ---------------------------------------------------------------
Schlumberger Ltd. 750,000 45,421,875
- ---------------------------------------------------------------
110,493,750
- ---------------------------------------------------------------
OIL (DOMESTIC INTEGRATED)-0.33%
Conoco, Inc.-Class B 900,000 24,412,500
- ---------------------------------------------------------------
OIL (INTERNATIONAL
INTEGRATED)-1.18%
Mobil Corp. 900,000 86,850,000
- ---------------------------------------------------------------
RAILROADS-0.48%
Kansas City Southern Industries,
Inc. 750,000 35,578,125
- ---------------------------------------------------------------
RETAIL (BUILDING SUPPLIES)-1.89%
Home Depot, Inc. (The) 749,993 56,624,472
- ---------------------------------------------------------------
Lowe's Companies, Inc. 1,500,000 82,500,000
- ---------------------------------------------------------------
139,124,472
- ---------------------------------------------------------------
RETAIL (COMPUTERS &
ELECTRONICS)-2.13%
Best Buy Co., Inc.(a) 1,400,000 77,787,500
- ---------------------------------------------------------------
Tandy Corp. 1,250,000 78,671,875
- ---------------------------------------------------------------
156,459,375
- ---------------------------------------------------------------
RETAIL (FOOD CHAINS)-0.54%
Kroger Co. (The)(a) 1,916,900 39,895,481
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
RETAIL (GENERAL
MERCHANDISE)-5.38%
Costco Wholesale Corp.(a) 400,000 $ 32,125,000
- ---------------------------------------------------------------
Dayton Hudson Corp. 3,000,000 193,875,000
- ---------------------------------------------------------------
Wal-Mart Stores, Inc. 3,000,000 170,062,500
- ---------------------------------------------------------------
396,062,500
- ---------------------------------------------------------------
RETAIL (SPECIALTY)-0.48%
Amazon.com, Inc.(a) 500,000 35,312,500
- ---------------------------------------------------------------
SERVICES (DATA PROCESSING)-1.33%
Concord EFS, Inc.(a) 1,500,000 40,593,750
- ---------------------------------------------------------------
First Data Corp. 1,250,000 57,109,375
- ---------------------------------------------------------------
97,703,125
- ---------------------------------------------------------------
TELECOMMUNICATIONS (LONG
DISTANCE)-2.33%
MCI WorldCom, Inc.(a) 2,000,000 171,625,000
- ---------------------------------------------------------------
TELEPHONE-1.37%
GTE Corp. 500,000 37,500,000
- ---------------------------------------------------------------
SBC Communications, Inc. 1,250,000 63,671,875
- ---------------------------------------------------------------
101,171,875
- ---------------------------------------------------------------
Total Common Stocks & Other
Equity Interests (Cost
$4,615,196,054) 6,791,781,943
- ---------------------------------------------------------------
CONVERTIBLE PREFERRED
STOCKS-2.32%
BROADCASTING (TELEVISION, RADIO
& CABLE)-0.76%
Mediaone Group, Inc.-$2.25
Series D Conv. Pfd. 400,000 56,200,000
- ---------------------------------------------------------------
ELECTRIC COMPANIES-1.56%
Houston Industries, Inc.-$3.29
Conv. Pfd. 1,000,000 114,750,000
- ---------------------------------------------------------------
Total Convertible Preferred
Stocks (Cost $123,420,376) 170,950,000
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
<S> <C> <C>
CONVERTIBLE BONDS & NOTES-2.09%
COMPUTERS (HARDWARE)-0.30%
Candescent Technology Corp.,
Conv. Sr. Sub. Deb., 7.00%,
05/01/03 (Acquired
04/17/98-11/30/98; Cost
$27,943,750)(c) $ 28,300,000 22,074,000
- ---------------------------------------------------------------
COMPUTERS (SOFTWARE &
SERVICES)-0.94%
VERITAS Software Corp., Conv.
Notes, 5.25%, 11/01/04 13,500,000 69,001,875
- ---------------------------------------------------------------
</TABLE>
FS-35
<PAGE> 141
<TABLE>
<CAPTION>
PRINCIPAL MARKET
AMOUNT VALUE
<S> <C> <C>
RETAIL (SPECIALTY)-0.51%
Amazon.com, Inc., Conv. Sub.
Deb., 4.75%, 02/01/09 $ 35,000,000 $ 37,275,000
- ---------------------------------------------------------------
TELECOMMUNICATIONS (LONG
DISTANCE)-0.34%
Global Telesystems Group, Inc.,
Conv. Sr. Unsec. Sub. Notes,
8.75%, 06/30/00 (Acquired
02/05/98; Cost $13,002,080)(c) 10,000,000 25,025,000
- ---------------------------------------------------------------
Total Convertible Bonds &
Notes
(Cost $95,916,763) 153,375,875
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
MONEY MARKET FUNDS-4.93%
STIC Liquid Assets Portfolio(d) 181,461,397 $ 181,461,397
- ---------------------------------------------------------------
STIC Prime Portfolio(d) 181,461,397 181,461,397
- ---------------------------------------------------------------
Total Money Market Funds
(Cost $362,922,794) 362,922,794
- ---------------------------------------------------------------
TOTAL INVESTMENTS-101.61% 7,479,030,612
- ---------------------------------------------------------------
LIABILITIES LESS OTHER
ASSETS-(1.61%) (118,345,314)
- ---------------------------------------------------------------
NET ASSETS-100.00% $7,360,685,298
===============================================================
</TABLE>
Investment Abbreviations:
ADR - American Depositary Receipt
Conv. - Convertible
Deb. - Debentures
Pfd. - Preferred
Sec. - Secured
Sr. - Senior
Sub. - Subordinated
Unsec. - Unsecured
Notes to Schedule of Investments:
(a) Non-income producing security.
(b) A portion of this security is subject to call options written. See Note 7.
(c) Restricted security. May be resold to qualified institutional buyers in
accordance with the provisions of Rule 144A under the Securities Act of
1933, as amended. The valuation of these securities has been determined in
accordance with the procedures established by the Board of Directors. The
aggregate market value of these securities at 10/31/99 was $47,099,000 which
represented 0.64% of the Fund's net assets.
(d) The security shares the same investment advisor as the Fund.
See Notes to Financial Statements.
FS-36
<PAGE> 142
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$5,197,455,987) $7,479,030,612
- ------------------------------------------------------------
Receivables for:
Investments sold 11,818,345
- ------------------------------------------------------------
Capital stock sold 10,408,480
- ------------------------------------------------------------
Dividends and interest 7,301,796
- ------------------------------------------------------------
Investment for deferred compensation plan 83,490
- ------------------------------------------------------------
Other assets 140,597
- ------------------------------------------------------------
Total assets 7,508,783,320
- ------------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 105,957,126
- ------------------------------------------------------------
Capital stock reacquired 8,011,254
- ------------------------------------------------------------
Deferred compensation 83,490
- ------------------------------------------------------------
Options written (Premiums received
$25,481,560) 25,656,250
- ------------------------------------------------------------
Accrued advisory fees 3,634,922
- ------------------------------------------------------------
Accrued administrative services fees 27,618
- ------------------------------------------------------------
Accrued directors' fees 3,913
- ------------------------------------------------------------
Accrued distribution fees 3,681,163
- ------------------------------------------------------------
Accrued transfer agent fees 637,952
- ------------------------------------------------------------
Accrued operating expenses 404,334
- ------------------------------------------------------------
Total liabilities 148,098,022
- ------------------------------------------------------------
Net assets applicable to shares outstanding $7,360,685,298
============================================================
NET ASSETS:
Class A $4,948,665,737
============================================================
Class B $2,206,751,605
============================================================
Class C $ 138,467,127
============================================================
Institutional Class $ 66,800,829
============================================================
CAPITAL STOCK, $0.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
- ------------------------------------------------------------
Outstanding 288,328,877
============================================================
Class B:
Authorized 750,000,000
- ------------------------------------------------------------
Outstanding 130,030,549
============================================================
Class C:
Authorized 750,000,000
- ------------------------------------------------------------
Outstanding 8,139,220
============================================================
Institutional Class:
Authorized 750,000,000
- ------------------------------------------------------------
Outstanding 3,855,460
============================================================
Class A:
Net asset value and redemption price per
share $ 17.16
- ------------------------------------------------------------
Offering price per share:
(Net asset value of $17.16 / 94.50%) $ 18.16
============================================================
Class B:
Net asset value and offering price per
share $ 16.97
============================================================
Class C:
Net asset value and offering price per
share $ 17.01
============================================================
Institutional Class:
Net asset value, offering and redemption
price per share $ 17.33
============================================================
</TABLE>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $157,812 foreign
withholding tax) $ 49,869,261
- ------------------------------------------------------------
Interest 25,693,052
- ------------------------------------------------------------
Total investment income 75,562,313
- ------------------------------------------------------------
EXPENSES:
Advisory fees 41,014,707
- ------------------------------------------------------------
Administrative services fees 235,274
- ------------------------------------------------------------
Custodian fees 364,030
- ------------------------------------------------------------
Directors' fees 50,623
- ------------------------------------------------------------
Distribution fees-Class A 13,556,239
- ------------------------------------------------------------
Distribution fees-Class B 18,631,086
- ------------------------------------------------------------
Distribution fees-Class C 809,325
- ------------------------------------------------------------
Transfer agent fees-Class A 4,930,725
- ------------------------------------------------------------
Transfer agent fees-Class B 3,087,342
- ------------------------------------------------------------
Transfer agent fees-Class C 149,576
- ------------------------------------------------------------
Transfer agent fees-Institutional Class 6,136
- ------------------------------------------------------------
Other 1,214,166
- ------------------------------------------------------------
Total expenses 84,049,229
- ------------------------------------------------------------
Less: Fees waived by advisor (1,130,089)
- ------------------------------------------------------------
Expenses paid indirectly (149,110)
- ------------------------------------------------------------
Net expenses 82,770,030
- ------------------------------------------------------------
Net investment income (loss) (7,207,717)
- ------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENT SECURITIES, FOREIGN CURRENCIES
AND OPTION CONTRACTS:
Net realized gain (loss) from:
Investment securities 668,004,945
- ------------------------------------------------------------
Foreign currencies (1,105,968)
- ------------------------------------------------------------
Option contracts written (9,533,983)
- ------------------------------------------------------------
657,364,994
- ------------------------------------------------------------
Change in net unrealized appreciation
(depreciation) of:
Investment securities 1,116,385,588
- ------------------------------------------------------------
Foreign currencies (47,768)
- ------------------------------------------------------------
Option contracts written 214,221
- ------------------------------------------------------------
1,116,552,041
- ------------------------------------------------------------
Net gain from investment securities,
foreign currencies and option contracts 1,773,917,035
- ------------------------------------------------------------
Net increase in net assets resulting from
operations $1,766,709,318
============================================================
</TABLE>
See Notes to Financial Statements.
FS-37
<PAGE> 143
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED OCTOBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
--------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (7,207,717) $ 37,825,223
- -----------------------------------------------------------------------------------------------
Net realized gain from investment securities, foreign
currencies, futures and option contracts 657,364,994 206,268,933
- -----------------------------------------------------------------------------------------------
Change in net unrealized appreciation of investment
securities, foreign currencies, futures and option
contracts 1,116,552,041 254,914,824
- -----------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations 1,766,709,318 499,008,980
- -----------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME:
Class A (9,134,542) (28,039,987)
- -----------------------------------------------------------------------------------------------
Class B -- (3,013,337)
- -----------------------------------------------------------------------------------------------
Class C -- (47,378)
- -----------------------------------------------------------------------------------------------
Institutional Class (216,682) (445,449)
- -----------------------------------------------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM NET REALIZED GAINS:
Class A (149,620,112) (346,531,949)
- -----------------------------------------------------------------------------------------------
Class B (57,712,333) (108,856,197)
- -----------------------------------------------------------------------------------------------
Class C (1,614,093) (819,962)
- -----------------------------------------------------------------------------------------------
Institutional Class (1,761,967) (3,989,466)
- -----------------------------------------------------------------------------------------------
SHARE TRANSACTIONS-NET:
Class A 151,495,357 235,195,827
- -----------------------------------------------------------------------------------------------
Class B 370,892,559 350,425,592
- -----------------------------------------------------------------------------------------------
Class C 84,930,162 32,069,085
- -----------------------------------------------------------------------------------------------
Institutional Class 9,431,197 3,464,509
- -----------------------------------------------------------------------------------------------
Net increase in net assets 2,163,398,864 628,420,268
- -----------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 5,197,286,434 4,568,866,166
- -----------------------------------------------------------------------------------------------
End of period $ 7,360,685,298 $5,197,286,434
===============================================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $ 4,466,453,244 $3,821,903,969
- -----------------------------------------------------------------------------------------------
Undistributed net investment income (loss) (217,108) 9,291,857
- -----------------------------------------------------------------------------------------------
Undistributed net realized gain from investment
securities, foreign currencies, futures and option
contracts 613,057,085 201,250,572
- -----------------------------------------------------------------------------------------------
Unrealized appreciation of investment securities, foreign
currencies, futures and option contracts 2,281,392,077 1,164,840,036
- -----------------------------------------------------------------------------------------------
$ 7,360,685,298 $5,197,286,434
===============================================================================================
</TABLE>
See Notes to Financial Statements.
FS-38
<PAGE> 144
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Charter Fund (the "Fund") is a series portfolio of AIM Equity Funds, Inc.
(the "Company"). The Company is a Maryland corporation registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
series management investment company consisting of ten separate portfolios. The
Fund currently offers four different classes of shares: Class A shares, Class B
shares, Class C shares and the Institutional Class. Class A shares are sold with
a front-end sales charge. Class B shares and Class C shares are sold with a
contingent deferred sales charge. Matters affecting each portfolio or class will
be voted on exclusively by the shareholders of such portfolio or class. The
assets, liabilities and operations of each portfolio are accounted for
separately. Information presented in these financial statements pertains only to
the Fund. The Fund's investment objective is growth of capital with a secondary
objective of current income.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular day,
the security is valued at the closing bid price on that day. Each security
reported on the NASDAQ National Market System is valued at the last sales
price on the valuation date or absent a last sales price, at the closing bid
price. Debt obligations (including convertible bonds) are valued on the basis
of prices provided by an independent pricing service. Prices provided by the
pricing service may be determined without exclusive reliance on quoted
prices, and may reflect appropriate factors such as yield, type of issue,
coupon rate and maturity date. Securities for which market prices are not
provided by any of the above methods are valued based upon quotes furnished
by independent sources and are valued at the last bid price in the case of
equity securities and in the case of debt obligations, the mean between the
last bid and asked prices. Securities for which market quotations are not
readily available or are questionable are valued at fair value as determined
in good faith by or under the supervision of the Company's officers in a
manner specifically authorized by the Board of Directors of the Company.
Short-term obligations having 60 days or less to maturity are valued at
amortized cost which approximates market value. For purposes of determining
net asset value per share, futures and options contracts generally will be
valued 15 minutes after the close of trading of the New York Stock Exchange
("NYSE").
Generally, trading in foreign securities is substantially completed each
day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the NYSE
which would not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair value
as determined in good faith by or under the supervision of the Board of
Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date.
On October 31, 1999, undistributed net investment income was increased by
$7,049,976, undistributed net realized gains decreased by $34,849,976 and
paid-in capital increased by $27,800,000 in order to comply with the
requirements of the American Institute of Certified Public Accountants
Statement of Position 93-2. Net assets of the Fund were unaffected by the
reclassification discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income taxes
is recorded in the financial statements.
D. Futures Contracts -- The Fund may purchase or sell futures contracts as a
hedge against changes in market conditions. Initial margin deposits required
upon entering into futures contracts are satisfied by the segregation of
specific securities as collateral for the account of the broker (the Fund's
agent in acquiring the futures position). During the period the futures
contracts are open, changes in the value of the contracts are recognized as
unrealized gains or losses by "marking to market" on a daily basis to reflect
the market value of the contracts at the end of each day's trading. Variation
margin
FS-39
<PAGE> 145
payments are made or received depending upon whether unrealized gains or
losses are incurred. When the contracts are closed, the Fund recognizes a
realized gain or loss equal to the difference between the proceeds from, or
cost of, the closing transaction and the Fund's basis in the contract. Risks
include the possibility of an illiquid market and that a change in value of
the contracts may not correlate with changes in the value of the securities
being hedged.
E. Foreign Currency Translations -- Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S. dollar
amounts at date of valuation. Purchases and sales of portfolio securities and
income items denominated in foreign currencies are translated into U.S.
dollar amounts on the respective dates of such transactions. The Fund does
not separately account for that portion of the results of operations
resulting from changes in foreign exchange rates on investments and the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.
F. Foreign Currency Contracts -- A foreign currency contract is an obligation to
purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a foreign currency contract to attempt to
minimize the risk to the Fund from adverse changes in the relationship
between currencies. The Fund may also enter into a foreign currency contract
for the purchase or sale of a security denominated in a foreign currency in
order to "lock in" the U.S. dollar price of that security. The Fund could be
exposed to risk if counterparties to the contracts are unable to meet the
terms of their contracts or if the value of the foreign currency changes
unfavorably.
G. Covered Call Options -- The Fund may write call options, but only on a
covered basis; that is, the Fund will own the underlying security. Options
written by the Fund normally will have expiration dates between three and
nine months from the date written. The exercise price of a call option may be
below, equal to, or above the current market value of the underlying security
at the time the option is written. When the Fund writes a covered call
option, an amount equal to the premium received by the Fund is recorded as an
asset and an equivalent liability. The amount of the liability is
subsequently "marked-to-market" to reflect the current market value of the
option written. The current market value of a written option is the mean
between the last bid and asked prices on that day. If a written call option
expires on the stipulated expiration date, or if the Fund enters into a
closing purchase transaction, the Fund realizes a gain (or a loss if the
closing purchase transaction exceeds the premium received when the option was
written) without regard to any unrealized gain or loss on the underlying
security, and the liability related to such option is extinguished. If a
written option is exercised, the Fund realizes a gain or a loss from the sale
of the underlying security and the proceeds of the sale are increased by the
premium originally received.
A call option gives the purchaser of such option the right to buy, and the
writer (the Fund) the obligation to sell, the underlying security at the
stated exercise price during the option period. The purchaser of a call
option has the right to acquire the security which is the subject of the call
option at any time during the option period. During the option period, in
return for the premium paid by the purchaser of the option, the Fund has
given up the opportunity for capital appreciation above the exercise price
should the market price of the underlying security increase, but has retained
the risk of loss should the price of the underlying security decline. During
the option period, the Fund may be required at any time to deliver the
underlying security against payment of the exercise price. This obligation is
terminated upon the expiration of the option period or at such earlier time
at which the Fund effects a closing purchase transaction by purchasing (at a
price which may be higher than that received when the call option was
written) a call option identical to the one originally written.
H. Put Options -- The Fund may purchase put options. By purchasing a put option,
the Fund obtains the right (but not the obligation) to sell the option's
underlying instrument at a fixed strike price. In return for this right, the
Fund pays an option premium. The option's underlying instrument may be a
security or a futures contract. Put options may be used by the Fund to hedge
securities it owns by locking in a minimum price at which the Fund can sell.
If security prices fall, the put option could be exercised to offset all or a
portion of the Fund's resulting losses. At the same time, because the maximum
the Fund has at risk is the cost of the option, purchasing put options does
not eliminate the potential for the Fund to profit from an increase in the
value of the securities hedged.
I. Bond Premiums -- It is the policy of the Fund not to amortize market
premiums on bonds for financial reporting purposes.
J. Expenses -- Distribution and transfer agency expenses directly attributable
to a class of shares are charged to that class' operations. All other
expenses which are attributable to more than one class are allocated among
the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment agreement, the
Fund pays an advisory fee to AIM at the annual rate of 1.0% of the first $30
million of the Fund's average daily net assets, plus 0.75% of the Fund's average
daily net assets in excess of $30 million to and including $150 million, plus
0.625% of the Fund's average daily net assets in excess of $150 million. AIM has
contractually agreed to waive a portion of its advisory fees paid by the Fund to
AIM to the extent necessary to reduce the fees paid by the Fund at net asset
levels higher than those currently incorporated in the present advisory fee
schedule. Under the contractual waiver, AIM will receive a fee calculated at the
annual rate of 1.0% of the first $30 million of the Fund's average daily net
assets, plus 0.75% of the Fund's average daily net assets in excess of $30
million to and including $150 million, plus 0.625% of the Fund's average daily
net assets in excess of $150 million to and including $2 billion, plus 0.60% of
the Fund's average daily net assets in excess of $2 billion. The waiver is
contractual and may not be terminated without approval
FS-40
<PAGE> 146
of the Board of Directors. During the year ended October 31, 1999, AIM waived
fees of $1,130,089. Under the terms of a master sub-advisory agreement between
AIM and A I M Capital Management, Inc. ("AIM Capital"), AIM pays AIM Capital 50%
of the amount paid by the Fund to AIM.
The Fund, pursuant to a master administrative services agreement with AIM, has
agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the year ended October 31, 1999, AIM was
paid $235,274 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the year ended October 31, 1999, AFS
was paid $4,807,681 for such services.
The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares and a master distribution agreement with
Fund Management Company ("FMC) to serve as the distributor for the Institutional
Class shares of the Fund. The Company has adopted a plan pursuant to Rule 12b-1
under the 1940 Act with respect to the Fund's Class A shares, Class B shares and
Class C shares (collectively the "Plans"). The Fund , pursuant to the Plans,
pays AIM Distributors compensation at the annual rate of 0.30% of the Fund's
average daily net assets of Class A shares and 1.00% of the average daily net
assets of Class B and C shares. Of these amounts, the Fund may pay a service fee
of 0.25% of the average daily net assets of the Class A, Class B or Class C
shares to selected dealers and financial institutions who furnish continuing
personal shareholder services to their customers who purchase and own the
appropriate class of shares of the Fund. Any amounts not paid as a service fee
under the Plans would constitute an asset-based sales charge. The Plans also
impose a cap on the total sales charges, including asset-based sales charges
that may be paid by the respective classes. During the year ended October 31,
1999, the Class A, Class B and Class C shares paid AIM Distributors $13,556,239,
$18,631,086 and $809,325, respectively, as compensation under the Plans.
AIM Distributors received commissions of $2,030,454 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $96,080 in contingent deferred sales charges imposed
on redemptions of Fund shares. Certain officers and directors of the Company are
officers and directors of AIM, AFS, FMC and AIM Distributors.
During the year ended October 31, 1999, the Fund paid legal fees of $15,483
for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the
Company's directors. A member of that firm is a director of the Company.
NOTE 3-INDIRECT EXPENSES
During the year ended October 31, 1999, the Fund received reductions in transfer
agency fees from AFS (an affiliate of AIM) and reductions in custodian fees of
$76,809 and $72,301, respectively, under expense offset arrangements. The effect
of the above arrangements resulted in a reduction of the Fund's total expenses
of $149,110 during the year ended October 31, 1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. Prior to
May 28, 1999, the commitment fee rate was 0.05%. The commitment fee is allocated
among the funds based on their respective average net assets for the period.
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$7,032,932,257 and $6,722,183,283, respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of
investment securities $2,293,837,834
- ----------------------------------------------------------
Aggregate unrealized appreciation
(depreciation) of investment securities (24,022,713)
- ----------------------------------------------------------
Net unrealized appreciation of investment
securities $2,269,815,121
==========================================================
Cost of investments for tax purposes is $5,209,215,491.
</TABLE>
FS-41
<PAGE> 147
NOTE 7-CALL OPTION CONTRACTS
Transactions in call options written during the year ended October 31, 1999 are
summarized as follows:
<TABLE>
<CAPTION>
CALL OPTION CONTRACTS
------------------------
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
--------- ------------
<S> <C> <C>
Beginning of year 31,202 $ 8,091,351
- --------------------------------------------------------------------------------------
Written 62,592 40,059,097
- --------------------------------------------------------------------------------------
Closed (54,607) (18,452,621)
- --------------------------------------------------------------------------------------
Exercised (14,921) (4,076,636)
- --------------------------------------------------------------------------------------
Expired (1,766) (139,631)
- --------------------------------------------------------------------------------------
End of year 22,500 $ 25,481,560
======================================================================================
</TABLE>
Open call option contracts written at October 31, 1999 were as follows:
<TABLE>
<CAPTION>
OCTOBER 31, UNREALIZED
CONTRACT STRIKE NUMBER OF PREMIUMS 1999 APPRECIATION
ISSUE MONTH PRICE CONTRACTS RECEIVED MARKET VALUE (DEPRECIATION)
- --------------------------------------- -------- ------ --------- ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
International Business Machines Corp. Jan-00 $80 12,500 $20,804,105 $25,156,250 $(4,352,145)
- --------------------------------------------------------------------------------------------------------------------
Tyco International Ltd. Nov-99 50 10,000 4,677,455 500,000 4,177,455
- --------------------------------------------------------------------------------------------------------------------
22,500 $25,481,560 $25,656,250 $ (174,690)
====================================================================================================================
</TABLE>
NOTE 8-PUT OPTION CONTRACTS
Transactions in put options during the year ended October 31, 1999 are
summarized as follows:
<TABLE>
<CAPTION>
PUT OPTION CONTRACTS
-----------------------
NUMBER OF PREMIUMS
CONTRACTS PAID
--------- -----------
<S> <C> <C>
Beginning of year -- $ --
- -------------------------------------------------------------------------------------
Purchased 24,165 6,379,447
- -------------------------------------------------------------------------------------
Closed (20,165) (4,215,217)
- -------------------------------------------------------------------------------------
Exercised -- --
- -------------------------------------------------------------------------------------
Expired (4,000) (2,164,230)
- -------------------------------------------------------------------------------------
End of year -- $ --
=====================================================================================
</TABLE>
NOTE 9-CAPITAL STOCK
Changes in capital stock outstanding during the years ended October 31, 1999 and
1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
--------------------------- ---------------------------
SHARES AMOUNT SHARES AMOUNT
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Sold:
Class A 51,272,783 $ 809,088,837 65,753,775 $ 868,543,898
- --------------------------------------------------------------------------------------------------------------------
Class B 36,310,602 576,056,633 32,991,364 431,938,545
- --------------------------------------------------------------------------------------------------------------------
Class C 6,968,661 111,866,437 2,736,777 36,139,093
- --------------------------------------------------------------------------------------------------------------------
Institutional Class 828,138 13,421,969 568,334 7,594,968
- --------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
Class A 10,532,077 149,384,623 29,328,588 355,378,824
- --------------------------------------------------------------------------------------------------------------------
Class B 3,894,826 54,866,091 8,807,895 105,930,618
- --------------------------------------------------------------------------------------------------------------------
Class C 107,859 1,525,822 67,166 810,828
- --------------------------------------------------------------------------------------------------------------------
Institutional Class 134,608 1,929,704 351,483 4,295,496
- --------------------------------------------------------------------------------------------------------------------
Reacquired:
Class A (51,731,503) (806,978,103) (75,327,509) (988,726,895)
- --------------------------------------------------------------------------------------------------------------------
Class B (16,551,587) (260,030,165) (14,417,738) (187,443,571)
- --------------------------------------------------------------------------------------------------------------------
Class C (1,788,368) (28,462,097) (376,288) (4,880,836)
- --------------------------------------------------------------------------------------------------------------------
Institutional Class (372,429) (5,920,476) (636,014) (8,425,955)
- --------------------------------------------------------------------------------------------------------------------
39,605,667 $ 616,749,275 49,847,833 $ 621,155,013
====================================================================================================================
</TABLE>
FS-42
<PAGE> 148
NOTE 10-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A capital stock
outstanding during each of the years in the five-year period ended October 31,
1999, for a share of Class B capital stock outstanding during each of the years
in the four-year period ended October 31, 1999 and the period June 26, 1995
(date sales commenced) through October 31, 1995, and for a share of Class C
capital stock outstanding during each of the two years in the period ended
October 31, 1999 and the period August 4, 1997 (date sales commenced) through
October 31, 1997.
<TABLE>
<CAPTION>
CLASS A
-------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 13.32 $ 13.41 $ 11.19 $ 10.63 $ 8.90
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income 0.02 0.12 0.10 0.19 0.15
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Net gains (losses) on securities (both realized and
unrealized) 4.39 1.23 2.91 1.43 2.11
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Total from investment operations 4.41 1.35 3.01 1.62 2.26
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income (0.03) (0.10) (0.12) (0.16) (0.20)
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Distributions from net realized gains (0.54) (1.34) (0.67) (0.90) (0.33)
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Total distributions (0.57) (1.44) (0.79) (1.06) (0.53)
- ------------------------------------------------------------ ---------- ---------- ---------- ----------
Net asset value, end of period $ 17.16 $ 13.32 $ 13.41 $ 11.19 $ 10.63
============================================================ ========== ========== ========== ========== ==========
Total return(a) 34.05% 11.20% 28.57% 16.70% 27.03%
============================================================ ========== ========== ========== ========== ==========
Ratios/supplemental data:
Net assets, end of period (000s omitted) $4,948,666 $3,706,938 $3,466,912 $2,647,208 $1,974,417
============================================================ ========== ========== ========== ========== ==========
Ratio of expenses (exclusive of interest) to average net
assets(b) 1.05%(c) 1.08% 1.09% 1.12% 1.17%
============================================================ ========== ========== ========== ========== ==========
Ratio of net investment income to average net assets(d) 0.11%(c) 0.95% 0.79% 1.81% 1.55%
============================================================ ========== ========== ========== ========== ==========
Portfolio turnover rate 107% 154% 170% 164% 161%
============================================================ ========== ========== ========== ========== ==========
</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
1.07%, 1.10%, 1.10% for 1999-1997.
(c) Ratios are based on average net assets of $4,518,746,255.
(d) After fee waivers and/or expense reimbursements. Ratios of net investment
income to average net assets prior to fee waivers and/or expense
reimbursements were 0.09%, 0.93%, 0.78% for 1999-1997.
<TABLE>
<CAPTION>
CLASS B CLASS C
----------------------------------------------------------- -----------------------------
1999 1998 1997 1996 1995 1999 1998 1997
---------- ---------- ---------- -------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $ 13.24 $ 13.37 $ 11.18 $ 10.62 $ 9.81 $ 13.27 $ 13.39 $ 13.86
- ----------------------------------- ---------- ---------- ---------- -------- ------- -------- ------- -------
Income from investment operations:
Net investment income (loss) (0.10) 0.02 0.01 0.10 0.03 (0.09) 0.02(a) --
- ----------------------------------- ---------- ---------- ---------- -------- ------- -------- ------- -------
Net gains (losses) on securities
(both realized and unrealized) 4.37 1.22 2.89 1.45 0.80 4.37 1.23 (0.45)
- ----------------------------------- ---------- ---------- ---------- -------- ------- -------- ------- -------
Total from investment operations 4.27 1.24 2.90 1.55 0.83 4.28 1.25 (0.45)
- ----------------------------------- ---------- ---------- ---------- -------- ------- -------- ------- -------
Less distributions:
Dividends from net investment
income -- (0.03) (0.04) (0.09) (0.02) -- (0.03) --
- ----------------------------------- ---------- ---------- ---------- -------- ------- -------- ------- -------
Distributions from net realized
gains (0.54) (1.34) (0.67) (0.90) -- (0.54) (1.34) (0.02)
- ----------------------------------- ---------- ---------- ---------- -------- ------- -------- ------- -------
Total distributions (0.54) (1.37) (0.71) (0.99) (0.02) (0.54) (1.37) (0.02)
- ----------------------------------- ---------- ---------- ---------- -------- ------- -------- ------- -------
Net asset value, end of period $ 16.97 $ 13.24 $ 13.37 $ 11.18 $ 10.62 $ 17.01 $ 13.27 $ 13.39
=================================== ========== ========== ========== ======== ======= ======== ======= =======
Total return(b) 33.06% 10.33% 27.54% 15.90% 8.48% 33.06% 10.39% (3.24)%
=================================== ========== ========== ========== ======== ======= ======== ======= =======
Ratios/supplemental data:
Net assets, end of period (000s
omitted) $2,206,752 $1,408,687 $1,056,094 $515,672 $67,592 $138,467 $37,846 $ 5,669
=================================== ========== ========== ========== ======== ======= ======== ======= =======
Ratio of expenses (exclusive of
interest) to average net assets(c) 1.80%(d) 1.84%(d) 1.85% 1.94% 1.98%(f) 1.80%(d) 1.84% 1.82%(f)
=================================== ========== ========== ========== ======== ======= ======== ======= =======
Ratio of net investment income
(loss) to average net assets(e) (0.64)%(d) 0.19%(d) 0.03% 0.99% 0.74%(f) (0.64)%(d) 0.19% 0.06%(f)
=================================== ========== ========== ========== ======== ======= ======== ======= =======
Portfolio turnover rate 107% 154% 170% 164% 161% 107% 154% 170%
=================================== ========== ========== ========== ======== ======= ======== ======= =======
</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
1.82%, 1.86%, 1.86% for 1999-1997 for Class B and 1.82%, 1.86%, 1.83%
(annualized) for 1999-1997 for Class C.
(d) Ratios are based on average net assets of $1,863,108,558 and $80,932,531 for
Class B and Class C, respectively.
(e) 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 (0.66)%, 0.17%, 0.02% for 1999-1997 for Class B and
(0.66)%, 0.17%, 0.04% (annualized) for 1999-1997 for Class C.
(f) Annualized.
FS-43
<PAGE> 149
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We have audited the accompanying statement of assets and
liabilities of the AIM Constellation Fund (a portfolio of
AIM Equity Funds, Inc.), including the schedule of
investments, as of October 31, 1999, and the related
statement of operations for the year then ended, the
statement of changes in net assets for each of the years
in the two-year period then ended, and the financial
highlights for each of the years in the five-year period
then ended. These financial statements and financial
highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion
on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all
material respects, the financial position of AIM
Constellation Fund as of October 31, 1999, and the
results of its operations for the year then ended, the
changes in its net assets for each of the years in the
two-year period then ended, and the financial highlights
for each of the years in the five-year period then ended,
in conformity with generally accepted accounting
principles.
/s/ KPMG LLP
------------
KPMG LLP
December 3, 1999
Houston, Texas
FS-44
<PAGE> 150
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS & OTHER EQUITY
INTERESTS-95.54%
AIRLINES-0.25%
Southwest Airlines Co. 2,250,000 $ 37,828,125
- ---------------------------------------------------------------
AUTO PARTS & EQUIPMENT-0.67%
Danaher Corp. 1,250,000 60,390,625
- ---------------------------------------------------------------
SPX Corp.(a) 500,000 42,375,000
- ---------------------------------------------------------------
102,765,625
- ---------------------------------------------------------------
BANKS (MAJOR REGIONAL)-0.58%
Northern Trust Corp. 925,000 89,320,312
- ---------------------------------------------------------------
BANKS (REGIONAL)-1.01%
Bank United Corp.-Class A 1,000,000 39,000,000
- ---------------------------------------------------------------
Compass Bancshares, Inc. 1,000,000 26,687,500
- ---------------------------------------------------------------
Old Kent Financial Corp. 817,425 33,310,069
- ---------------------------------------------------------------
TCF Financial Corp. 700,000 20,650,000
- ---------------------------------------------------------------
Zions Bancorp 600,000 35,362,500
- ---------------------------------------------------------------
155,010,069
- ---------------------------------------------------------------
BIOTECHNOLOGY-1.53%
Biogen, Inc.(a) 2,500,000 185,312,500
- ---------------------------------------------------------------
Chiron Corp.(a) 1,000,000 28,562,500
- ---------------------------------------------------------------
Genzyme Corp.(a) 527,300 20,169,225
- ---------------------------------------------------------------
234,044,225
- ---------------------------------------------------------------
BROADCASTING (TELEVISION, RADIO
& CABLE)-4.64%
Adelphia Communications Corp.(a) 1,000,000 54,625,000
- ---------------------------------------------------------------
AMFM Inc.(a) 2,250,000 157,500,000
- ---------------------------------------------------------------
AT&T Corp.-Liberty Media
Group-Class A(a) 3,000,000 119,062,500
- ---------------------------------------------------------------
Cox Communications, Inc.-Class
A(a) 1,500,000 68,156,250
- ---------------------------------------------------------------
Hispanic Broadcasting Corp.(a) 1,050,000 85,050,000
- ---------------------------------------------------------------
Univision Communications,
Inc.-Class A(a) 1,465,400 124,650,587
- ---------------------------------------------------------------
USA Networks, Inc.(a) 1,317,800 59,383,362
- ---------------------------------------------------------------
Westwood One, Inc.(a) 887,400 40,931,325
- ---------------------------------------------------------------
709,359,024
- ---------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-9.95%
ADC Telecommunications, Inc.(a) 1,750,000 83,453,125
- ---------------------------------------------------------------
Comverse Technology, Inc.(a) 1,500,000 170,250,000
- ---------------------------------------------------------------
Corning, Inc. 3,186,600 250,546,425
- ---------------------------------------------------------------
General Instrument Corp.(a) 1,900,000 102,243,750
- ---------------------------------------------------------------
JDS Uniphase Corp.(a) 1,500,000 250,312,500
- ---------------------------------------------------------------
Lucent Technologies Inc.(b) 3,849,120 247,305,960
- ---------------------------------------------------------------
Motorola, Inc. 750,000 73,078,125
- ---------------------------------------------------------------
Nokia Oyj-ADR (Finland) 1,500,000 173,343,750
- ---------------------------------------------------------------
QUALCOMM, Inc.(a) 250,000 55,687,500
- ---------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-(CONTINUED)
Scientific-Atlanta, Inc. 2,000,000 $ 114,500,000
- ---------------------------------------------------------------
1,520,721,135
- ---------------------------------------------------------------
COMPUTERS (HARDWARE)-1.39%
Apple Computer, Inc.(a) 1,000,000 80,125,000
- ---------------------------------------------------------------
Gateway, Inc.(a) 2,000,000 132,125,000
- ---------------------------------------------------------------
212,250,000
- ---------------------------------------------------------------
COMPUTERS (NETWORKING)-0.87%
Exodus Communications, Inc.(a) 341,700 29,386,200
- ---------------------------------------------------------------
VeriSign, Inc.(a) 835,000 103,122,500
- ---------------------------------------------------------------
132,508,700
- ---------------------------------------------------------------
COMPUTERS (PERIPHERALS)-3.06%
Adaptec, Inc.(a) 3,000,000 135,000,000
- ---------------------------------------------------------------
EMC Corp.(a)(b)(c) 3,500,000 255,500,000
- ---------------------------------------------------------------
Lexmark International Group,
Inc.- Class A(a) 1,000,000 78,062,500
- ---------------------------------------------------------------
468,562,500
- ---------------------------------------------------------------
COMPUTERS (SOFTWARE &
SERVICES)-15.30%
America Online, Inc.(a) 2,625,000 340,429,687
- ---------------------------------------------------------------
At Home Corp.(a) 1,150,000 42,981,250
- ---------------------------------------------------------------
BMC Software, Inc.(a) 2,500,000 160,468,750
- ---------------------------------------------------------------
Business Objects S.A.-ADR
(France)(a) 675,000 48,600,000
- ---------------------------------------------------------------
Check Point Software
Technologies Ltd. (Israel)(a) 750,000 86,765,625
- ---------------------------------------------------------------
Citrix Systems, Inc.(a) 2,800,000 179,550,000
- ---------------------------------------------------------------
Compuware Corp.(a) 1,250,000 34,765,625
- ---------------------------------------------------------------
Electronic Arts, Inc.(a) 1,250,000 101,015,625
- ---------------------------------------------------------------
Electronics for Imaging, Inc.(a) 2,000,000 80,625,000
- ---------------------------------------------------------------
Inktomi Corp.(a) 750,000 76,078,125
- ---------------------------------------------------------------
Intuit, Inc.(a) 3,750,000 109,218,750
- ---------------------------------------------------------------
J.D. Edwards & Co.(a) 1,050,000 25,134,375
- ---------------------------------------------------------------
Lycos, Inc.(a) 3,000,000 160,500,000
- ---------------------------------------------------------------
Microsoft Corp.(a) 1,150,000 106,446,875
- ---------------------------------------------------------------
Novell, Inc.(a) 1,000,000 20,062,500
- ---------------------------------------------------------------
RealNetworks, Inc.(a) 1,000,000 109,687,500
- ---------------------------------------------------------------
Siebel Systems, Inc.(a) 600,000 65,887,500
- ---------------------------------------------------------------
Synopsys, Inc.(a) 1,000,000 62,312,500
- ---------------------------------------------------------------
Verio, Inc.(a) 2,125,000 79,289,063
- ---------------------------------------------------------------
VERITAS Software Corp.(a) 2,500,000 269,687,500
- ---------------------------------------------------------------
Yahoo! Inc.(a) 1,000,000 179,062,500
- ---------------------------------------------------------------
2,338,568,750
- ---------------------------------------------------------------
</TABLE>
FS-45
<PAGE> 151
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
CONSUMER FINANCE-2.41%
Capital One Financial Corp. 2,323,700 $ 123,156,100
- ---------------------------------------------------------------
Providian Financial Corp. 1,800,000 196,200,000
- ---------------------------------------------------------------
SLM Holding Corp. 1,000,000 48,937,500
- ---------------------------------------------------------------
368,293,600
- ---------------------------------------------------------------
ELECTRICAL EQUIPMENT-5.18%
American Power Conversion
Corp.(a) 5,250,000 117,796,875
- ---------------------------------------------------------------
Conexant Systems, Inc.(a) 2,000,000 186,750,000
- ---------------------------------------------------------------
Sanmina Corp.(a) 1,000,000 90,062,500
- ---------------------------------------------------------------
Solectron Corp.(a) 3,000,000 225,750,000
- ---------------------------------------------------------------
Symbol Technologies, Inc. 2,625,000 104,343,750
- ---------------------------------------------------------------
Vishay Intertechnology, Inc.(a) 2,750,000 67,203,125
- ---------------------------------------------------------------
791,906,250
- ---------------------------------------------------------------
ELECTRONICS (COMPONENT
DISTRIBUTORS)-0.11%
AVX Corp. 428,100 17,124,000
- ---------------------------------------------------------------
ELECTRONICS (DEFENSE)-0.29%
General Motors Corp.-Class H(a) 600,000 43,687,500
- ---------------------------------------------------------------
ELECTRONICS
(INSTRUMENTATION)-0.88%
PE Corp-PE Biosystems Group 1,550,000 100,556,250
- ---------------------------------------------------------------
Waters Corp.(a) 650,000 34,531,250
- ---------------------------------------------------------------
135,087,500
- ---------------------------------------------------------------
ELECTRONICS
(SEMICONDUCTORS)-9.30%
Altera Corp.(a) 2,875,000 139,796,875
- ---------------------------------------------------------------
Analog Devices, Inc.(a) 3,000,000 159,375,000
- ---------------------------------------------------------------
ASM Lithography Holding N.V.
(Netherlands)(a) 650,000 47,206,250
- ---------------------------------------------------------------
Atmel Corp.(a) 916,800 35,411,400
- ---------------------------------------------------------------
Cypress Semiconductor Corp.(a) 4,000,000 102,250,000
- ---------------------------------------------------------------
Linear Technology Corp. 2,000,000 139,875,000
- ---------------------------------------------------------------
LSI Logic Corp.(a) 2,000,000 106,375,000
- ---------------------------------------------------------------
Maxim Integrated Products,
Inc.(a) 1,500,000 118,406,250
- ---------------------------------------------------------------
Microchip Technology, Inc.(a) 1,338,375 89,169,234
- ---------------------------------------------------------------
PMC-Sierra, Inc.(a) 2,499,700 235,596,725
- ---------------------------------------------------------------
Vitesse Semiconductor Corp.(a) 2,000,000 91,750,000
- ---------------------------------------------------------------
Xilinx, Inc.(a) 2,000,000 157,250,000
- ---------------------------------------------------------------
1,422,461,734
- ---------------------------------------------------------------
EQUIPMENT (SEMICONDUCTOR)-1.67%
Applied Materials, Inc.(a) 500,000 44,906,250
- ---------------------------------------------------------------
KLA-Tencor Corp.(a) 1,200,000 95,025,000
- ---------------------------------------------------------------
Novellus Systems, Inc.(a) 500,000 38,750,000
- ---------------------------------------------------------------
Teradyne, Inc.(a) 2,000,000 77,000,000
- ---------------------------------------------------------------
255,681,250
- ---------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-1.36%
American Express Co. 575,000 88,550,000
- ---------------------------------------------------------------
Citigroup, Inc. 1,100,000 59,537,500
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
FINANCIAL (DIVERSIFIED)-(CONTINUED)
MGIC Investment Corp. 1,000,000 $ 59,750,000
- ---------------------------------------------------------------
207,837,500
- ---------------------------------------------------------------
GAMING, LOTTERY & PARIMUTUEL
COMPANIES-0.46%
Park Place Entertainment(a) 5,304,000 69,615,000
- ---------------------------------------------------------------
HEALTH CARE (DRUGS-GENERIC &
OTHER)-1.80%
Forest Laboratories, Inc.(a) 1,500,000 68,812,500
- ---------------------------------------------------------------
Jones Pharma, Inc.(d) 3,691,275 114,429,525
- ---------------------------------------------------------------
Medicis Pharmaceutical
Corp.-Class A(a) 1,200,000 36,600,000
- ---------------------------------------------------------------
MedImmune, Inc.(a) 500,000 56,000,000
- ---------------------------------------------------------------
275,842,025
- ---------------------------------------------------------------
HEALTH CARE (MANAGED CARE)-0.32%
Express Scripts, Inc.-Class A(a) 1,000,000 49,125,000
- ---------------------------------------------------------------
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-1.38%
Bausch & Lomb, Inc. 1,000,000 54,000,000
- ---------------------------------------------------------------
Biomet, Inc. 2,500,000 75,312,500
- ---------------------------------------------------------------
Medtronic, Inc. 1,500,000 51,937,500
- ---------------------------------------------------------------
Sybron International Corp.(a) 1,250,000 29,765,625
- ---------------------------------------------------------------
211,015,625
- ---------------------------------------------------------------
INSURANCE (LIFE/HEALTH)-0.33%
AFLAC, Inc. 1,000,000 51,125,000
- ---------------------------------------------------------------
INVESTMENT
BANKING/BROKERAGE-1.02%
Schwab (Charles) Corp. (The) 4,000,000 155,750,000
- ---------------------------------------------------------------
INVESTMENT MANAGEMENT-0.53%
Federated Investors, Inc.-Class
B 2,064,000 35,604,000
- ---------------------------------------------------------------
Knight/Trimark Group, Inc.-Class
A(a) 1,750,000 45,609,375
- ---------------------------------------------------------------
81,213,375
- ---------------------------------------------------------------
LEISURE TIME (PRODUCTS)-0.91%
Harley-Davidson, Inc. 2,350,000 139,384,375
- ---------------------------------------------------------------
NATURAL GAS-0.40%
El Paso Energy Corp. 1,500,000 61,500,000
- ---------------------------------------------------------------
OIL & GAS (DRILLING &
EQUIPMENT)-3.60%
Baker Hughes, Inc. 2,000,000 55,875,000
- ---------------------------------------------------------------
BJ Services Co.(a) 2,000,000 68,625,000
- ---------------------------------------------------------------
Cooper Cameron Corp.(a)(d) 2,750,000 106,390,625
- ---------------------------------------------------------------
Diamond Offshore Drilling, Inc. 1,000,000 31,750,000
- ---------------------------------------------------------------
Global Industries Ltd.(a) 3,000,000 24,000,000
- ---------------------------------------------------------------
R&B Falcon Corporation(a) 3,716,600 46,225,213
- ---------------------------------------------------------------
Rowan Companies, Inc.(a) 2,250,000 35,015,625
- ---------------------------------------------------------------
Smith International, Inc.(a) 1,750,000 60,484,375
- ---------------------------------------------------------------
</TABLE>
FS-46
<PAGE> 152
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
OIL & GAS (DRILLING & EQUIPMENT)-(CONTINUED)
Transocean Offshore, Inc. 1,500,000 $ 40,781,250
- ---------------------------------------------------------------
Varco International, Inc.(a) 2,499,400 26,399,913
- ---------------------------------------------------------------
Weatherford International,
Inc.(a) 1,600,000 54,200,000
- ---------------------------------------------------------------
549,747,001
- ---------------------------------------------------------------
OIL & GAS (EXPLORATION &
PRODUCTION)-0.99%
Apache Corp. 1,790,000 69,810,000
- ---------------------------------------------------------------
EOG Resources, Inc. 3,200,000 66,600,000
- ---------------------------------------------------------------
Santa Fe Snyder Corp.(a) 1,750,000 15,093,750
- ---------------------------------------------------------------
151,503,750
- ---------------------------------------------------------------
PERSONAL CARE-0.23%
Estee Lauder Cos. Inc.-Class A 750,000 34,968,750
- ---------------------------------------------------------------
PUBLISHING-0.43%
McGraw-Hill Cos., Inc. (The) 1,100,000 65,587,500
- ---------------------------------------------------------------
RAILROADS-0.70%
Kansas City Southern Industries,
Inc. 2,250,000 106,734,375
- ---------------------------------------------------------------
RESTAURANTS-0.78%
Brinker International, Inc.(a) 2,000,000 46,625,000
- ---------------------------------------------------------------
Outback Steakhouse, Inc.(a) 1,750,000 40,250,000
- ---------------------------------------------------------------
Papa John's International,
Inc.(a) 851,500 31,824,813
- ---------------------------------------------------------------
118,699,813
- ---------------------------------------------------------------
RETAIL (BUILDING SUPPLIES)-0.58%
Lowe's Companies, Inc. 1,600,000 88,000,000
- ---------------------------------------------------------------
RETAIL (COMPUTERS &
ELECTRONICS)-2.95%
Best Buy Co., Inc.(a) 1,750,000 97,234,375
- ---------------------------------------------------------------
CDW Computer Centers, Inc.(a) 1,954,600 120,696,550
- ---------------------------------------------------------------
Circuit City Stores-Circuit City
Group 2,500,000 106,718,750
- ---------------------------------------------------------------
Tandy Corp. 2,000,000 125,875,000
- ---------------------------------------------------------------
450,524,675
- ---------------------------------------------------------------
RETAIL (DEPARTMENT STORES)-0.98%
Kohl's Corp.(a) 2,000,000 149,625,000
- ---------------------------------------------------------------
RETAIL (DISCOUNTERS)-1.17%
Dollar Tree Stores, Inc.(a) 1,810,600 78,874,263
- ---------------------------------------------------------------
Family Dollar Stores, Inc. 2,850,000 58,781,250
- ---------------------------------------------------------------
Ross Stores, Inc. 2,000,000 41,250,000
- ---------------------------------------------------------------
178,905,513
- ---------------------------------------------------------------
RETAIL (FOOD CHAINS)-0.27%
Kroger Co. (The)(a) 2,000,000 41,625,000
- ---------------------------------------------------------------
RETAIL (SPECIALTY)-2.80%
Barnes & Noble, Inc.(a) 1,153,000 23,996,813
- ---------------------------------------------------------------
Bed Bath & Beyond, Inc.(a) 2,750,100 91,612,706
- ---------------------------------------------------------------
eToys, Inc.(a) 1,169,000 69,847,750
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
RETAIL (SPECIALTY)-(CONTINUED)
Linens 'n Things, Inc.(a) 1,285,300 $ 51,090,675
- ---------------------------------------------------------------
Staples, Inc.(a) 6,000,000 133,125,000
- ---------------------------------------------------------------
Williams-Sonoma, Inc.(a) 1,077,500 57,915,625
- ---------------------------------------------------------------
427,588,569
- ---------------------------------------------------------------
RETAIL (SPECIALTY-APPAREL)-1.76%
American Eagle Outfitters,
Inc.(a) 808,300 34,605,344
- ---------------------------------------------------------------
Intimate Brands, Inc. 1,000,000 41,000,000
- ---------------------------------------------------------------
Men's Wearhouse, Inc. (The)(d) 2,310,075 50,677,270
- ---------------------------------------------------------------
Talbots, Inc. (The) 1,302,100 61,280,081
- ---------------------------------------------------------------
TJX Companies, Inc. (The) 3,000,000 81,375,000
- ---------------------------------------------------------------
268,937,695
- ---------------------------------------------------------------
SERVICES (ADVERTISING/
MARKETING)-3.31%
CMGI, Inc.(a) 500,000 54,718,750
- ---------------------------------------------------------------
Interpublic Group of Companies,
Inc. 1,000,000 40,625,000
- ---------------------------------------------------------------
Lamar Advertising Co.(a)(d) 3,025,000 163,350,000
- ---------------------------------------------------------------
Omnicom Group, Inc. 2,500,000 220,000,000
- ---------------------------------------------------------------
TMP Worldwide, Inc.(a) 450,000 28,096,875
- ---------------------------------------------------------------
506,790,625
- ---------------------------------------------------------------
SERVICES (COMMERCIAL &
CONSUMER)-0.91%
ChoicePoint, Inc.(a) 617,300 38,156,856
- ---------------------------------------------------------------
Cintas Corp. 1,500,000 90,375,000
- ---------------------------------------------------------------
Viad Corp. 400,500 9,837,281
- ---------------------------------------------------------------
138,369,137
- ---------------------------------------------------------------
SERVICES (DATA PROCESSING)-3.02%
Affiliated Computer Services,
Inc.-Class A(a) 1,000,000 38,000,000
- ---------------------------------------------------------------
Concord EFS, Inc.(a) 6,750,000 182,671,875
- ---------------------------------------------------------------
DST Systems, Inc.(a) 750,000 47,765,625
- ---------------------------------------------------------------
Fiserv, Inc.(a) 3,750,000 120,000,000
- ---------------------------------------------------------------
Paychex, Inc. 1,875,000 73,828,125
- ---------------------------------------------------------------
462,265,625
- ---------------------------------------------------------------
SPECIALTY PRINTING-0.32%
Valassis Communications, Inc.(a) 1,125,000 48,375,000
- ---------------------------------------------------------------
TELECOMMUNICATIONS (CELLULAR/
WIRELESS)-0.63%
Crown Castle International
Corp.(a) 2,750,000 52,937,500
- ---------------------------------------------------------------
Metromedia Fiber Network,
Inc.-Class A(a) 1,290,000 42,650,625
- ---------------------------------------------------------------
95,588,125
- ---------------------------------------------------------------
TELECOMMUNICATIONS (LONG
DISTANCE)-0.23%
Global TeleSystems Group,
Inc.(a) 1,500,000 35,906,250
- ---------------------------------------------------------------
TELEPHONE-1.38%
CenturyTel, Inc. 2,249,925 90,981,342
- ---------------------------------------------------------------
</TABLE>
FS-47
<PAGE> 153
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
TELEPHONE-(CONTINUED)
Cincinnati Bell, Inc.(a) 1,000,000 $ 20,812,500
- ---------------------------------------------------------------
NTL, Inc.(a) 687,500 51,820,313
- ---------------------------------------------------------------
RCN Corp.(a) 1,000,000 47,875,000
- ---------------------------------------------------------------
211,489,155
- ---------------------------------------------------------------
TEXTILES (APPAREL)-0.90%
Jones Apparel Group, Inc.(a) 2,563,800 81,080,175
- ---------------------------------------------------------------
Tommy Hilfiger Corp.(a) 2,000,000 56,500,000
- ---------------------------------------------------------------
137,580,175
- ---------------------------------------------------------------
Total Common Stocks & Other
Equity Interests (Cost
$8,597,266,374) 14,606,399,932
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
NUMBER
OF EXERCISE EXPIRATION MARKET
CONTRACTS PRICE DATE VALUE
<S> <C> <C> <C> <C>
OPTIONS
PURCHASED-0.00%
COMPUTERS
(PERIPHERALS)-0.00%
EMC Corp. (Cost
$1,338,808) 5,691 $60 Dec-99 $604,669
- --------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
MONEY MARKET FUNDS-4.63%
STIC Liquid Assets Portfolio(e) 353,486,756 353,486,756
- ----------------------------------------------------------------
STIC Prime Portfolio(e) 353,486,756 353,486,756
- ----------------------------------------------------------------
Total Money Market Funds
(Cost $706,973,512) 706,973,512
- ----------------------------------------------------------------
TOTAL INVESTMENTS-100.17% 15,313,978,113
- ----------------------------------------------------------------
LIABILITIES LESS OTHER
ASSETS-(0.17%) (25,496,319)
- ----------------------------------------------------------------
NET ASSETS-100.00% $15,288,481,794
================================================================
</TABLE>
Investment Abbreviation:
ADR - American Depositary Receipt
Notes to Schedule of Investments:
(a)Non-income producing security.
(b)A portion of this security is subject to call options.
(c)A portion of this security is subject to put options.
(d)Affiliated issuers are those in which the Fund's holdings of an issuer
represents 5% or more of the outstanding voting securities of the issuer. The
Fund has not owned enough of the outstanding voting securities of any issuer
to have control (as defined in the Investment Company Act of 1940) of that
issuer. The aggregate market value of these securities as of 10/31/99 was
$434,847,420 which represented 2.84% of the Fund's net assets.
(e)The security shares the same investment advisor as the Fund.
See Notes to Financial Statements.
FS-48
<PAGE> 154
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$9,305,578,694) $15,313,978,113
- ------------------------------------------------------------
Receivables for:
Investments sold 71,399,488
- ------------------------------------------------------------
Capital stock sold 10,526,738
- ------------------------------------------------------------
Dividends and interest 2,290,468
- ------------------------------------------------------------
Investment for deferred compensation plan 183,244
- ------------------------------------------------------------
Other assets 52,373
============================================================
Total assets 15,398,430,424
============================================================
LIABILITIES:
Payables for:
Investments purchased 56,379,176
- ------------------------------------------------------------
Capital stock reacquired 30,978,770
- ------------------------------------------------------------
Deferred compensation 183,244
- ------------------------------------------------------------
Options written (premiums received
$3,848,894) 5,097,494
- ------------------------------------------------------------
Accrued advisory fees 7,461,612
- ------------------------------------------------------------
Accrued administrative services fees 70,930
- ------------------------------------------------------------
Accrued directors' fees 9,103
- ------------------------------------------------------------
Accrued distribution fees 5,519,204
- ------------------------------------------------------------
Accrued transfer agent fees 3,222,924
- ------------------------------------------------------------
Accrued operating expenses 1,026,173
- ------------------------------------------------------------
Total liabilities 109,948,630
- ------------------------------------------------------------
Net assets applicable to shares outstanding $15,288,481,794
============================================================
NET ASSETS:
Class A $14,292,905,417
============================================================
Class B $ 589,717,520
============================================================
Class C $ 161,489,815
============================================================
Institutional Class $ 244,369,042
============================================================
CAPITAL STOCK, $0.001 PAR VALUE PER SHARE:
Class A:
Authorized 1,000,000,000
- ------------------------------------------------------------
Outstanding 412,537,590
============================================================
Class B:
Authorized 1,000,000,000
- ------------------------------------------------------------
Outstanding 17,344,531
============================================================
Class C:
Authorized 750,000,000
- ------------------------------------------------------------
Outstanding 4,751,201
============================================================
Institutional Class:
Authorized 200,000,000
- ------------------------------------------------------------
Outstanding 6,787,086
============================================================
Class A:
Net asset value and redemption price per
share $ 34.65
- ------------------------------------------------------------
Offering price per share:
(Net asset value of $34.65 / 94.50%) $ 36.67
============================================================
Class B:
Net asset value and offering price per
share $ 34.00
- ------------------------------------------------------------
Class C:
Net asset value and offering price per
share $ 33.99
- ------------------------------------------------------------
Institutional Class:
Net asset value, offering and redemption
price per share $ 36.01
============================================================
</TABLE>
STATEMENT OF OPERATIONS
For the year ended October 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $242,135 foreign
withholding tax) $ 43,615,002
- ------------------------------------------------------------
Interest 42,276,941
============================================================
Total investment income 85,891,943
- ------------------------------------------------------------
EXPENSES:
Advisory fees 90,458,750
- ------------------------------------------------------------
Administrative services fees 431,120
- ------------------------------------------------------------
Custodian fees 801,999
- ------------------------------------------------------------
Directors' fees 93,740
- ------------------------------------------------------------
Distribution fees-Class A 40,983,445
- ------------------------------------------------------------
Distribution fees-Class B 4,365,731
- ------------------------------------------------------------
Distribution fees-Class C 1,175,217
- ------------------------------------------------------------
Transfer agent fees-Class A 23,308,682
- ------------------------------------------------------------
Transfer agent fees-Class B 1,540,074
- ------------------------------------------------------------
Transfer agent fees-Class C 368,612
- ------------------------------------------------------------
Transfer agent fees-Institutional Class 22,937
- ------------------------------------------------------------
Other 2,563,084
============================================================
Total expenses 166,113,391
- ------------------------------------------------------------
Less: Fees waived by advisor (3,107,849)
- ------------------------------------------------------------
Expenses paid indirectly (238,341)
============================================================
Net expenses 162,767,201
============================================================
Net investment income (loss) (76,875,258)
- ------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENT SECURITIES, FOREIGN CURRENCIES,
AND OPTION CONTRACTS:
Net realized gain from:
Investment securities 1,641,321,263
- ------------------------------------------------------------
Option contracts written 2,695,940
============================================================
1,644,017,203
============================================================
Change in net unrealized appreciation
(depreciation) of:
Investment securities 2,670,530,284
- ------------------------------------------------------------
Foreign currencies (1,219)
- ------------------------------------------------------------
Option contracts written (1,395,306)
============================================================
2,669,133,759
============================================================
Net gain from investment securities,
foreign currencies, and option
contracts 4,313,150,962
============================================================
Net increase in net assets resulting from
operations $4,236,275,704
============================================================
</TABLE>
See Notes to Financial Statements.
FS-49
<PAGE> 155
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
--------------- ---------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (76,875,258) $ (68,697,946)
- -------------------------------------------------------------------------------------------------
Net realized gain from investment securities, foreign
currencies, and option contracts 1,644,017,203 459,324,772
- -------------------------------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) of
investment securities, foreign currencies, and option
contracts 2,669,133,759 (647,916,119)
- -------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations 4,236,275,704 (257,289,293)
=================================================================================================
Distributions to shareholders from net realized gains:
Class A (337,206,115) (1,023,550,465)
- -------------------------------------------------------------------------------------------------
Class B (8,290,207) (2,750,431)
- -------------------------------------------------------------------------------------------------
Class C (2,229,567) (2,040,204)
- -------------------------------------------------------------------------------------------------
Institutional Class (5,075,580) (13,510,099)
- -------------------------------------------------------------------------------------------------
Share transactions-net:
Class A (1,783,881,252) (667,156,467)
- -------------------------------------------------------------------------------------------------
Class B 205,093,817 292,437,630
- -------------------------------------------------------------------------------------------------
Class C 55,508,352 60,444,760
- -------------------------------------------------------------------------------------------------
Institutional Class (4,793,973) 17,436,212
- -------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets 2,355,401,179 (1,595,978,357)
- -------------------------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 12,933,080,615 14,529,058,972
- -------------------------------------------------------------------------------------------------
End of period $15,288,481,794 $12,933,080,615
=================================================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $ 7,663,956,851 $ 9,156,848,152
- -------------------------------------------------------------------------------------------------
Undistributed net investment income (loss) (551,737) (994,714)
- -------------------------------------------------------------------------------------------------
Undistributed net realized gain from investment
securities, foreign currencies, and option contracts 1,617,926,281 439,210,537
- -------------------------------------------------------------------------------------------------
Unrealized appreciation of investment securities, foreign
currencies, and option contracts 6,007,150,399 3,338,016,640
- -------------------------------------------------------------------------------------------------
$15,288,481,794 $12,933,080,615
=================================================================================================
</TABLE>
See Notes to Financial Statements.
FS-50
<PAGE> 156
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Constellation Fund (the "Fund") is a series portfolio of AIM Equity Funds,
Inc. (the "Company"). The Company is a Maryland corporation registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
series management investment company consisting of ten separate portfolios. The
Fund currently offers four different classes of shares: Class A shares, Class B
shares, Class C shares and the Institutional Class. Class A shares are sold with
a front-end sales charge. Class B shares and Class C shares are sold with a
contingent deferred sales charge. Matters affecting each portfolio or class will
be voted on exclusively by the shareholders of such portfolio or class. The
assets, liabilities and operations of each portfolio are accounted for
separately. Information presented in these financial statements pertains only to
the Fund. The Fund's investment objective is growth of capital.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The following is a summary of the significant accounting policies
followed by the Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular
day, the security is valued at the closing bid price on that day. Each
security reported on the NASDAQ National Market System is valued at the last
sales price on the valuation date or absent a last sales price, at the
closing bid price. Debt obligations (including convertible bonds) are valued
on the basis of prices provided by an independent pricing service. Prices
provided by the pricing service may be determined without exclusive reliance
on quoted prices, and may reflect appropriate factors such as yield, type of
issue, coupon rate and maturity date. Securities for which market prices are
not provided by any of the above methods are valued based upon quotes
furnished by independent sources and are valued at the last bid price in the
case of equity securities and in the case of debt obligations, the mean
between the last bid and asked prices. Securities for which market
quotations are not readily available or are questionable are valued at fair
value as determined in good faith by or under the supervision of the
Company's officers in a manner specifically authorized by the Board of
Directors of the Company. Short-term obligations having 60 days or less to
maturity are valued at amortized cost which approximates market value. For
purposes of determining net asset value per share, futures and options
contracts generally will be valued 15 minutes after the close of trading of
the New York Stock Exchange ("NYSE"). Generally, trading in foreign
securities is substantially completed each day at various times prior to the
close of the NYSE. The values of such securities used in computing the net
asset value of the Fund's shares are determined as of such times. Foreign
currency exchange rates are also generally determined prior to the close of
the NYSE. Occasionally, events affecting the values of such securities and
such exchange rates may occur between the times at which they are determined
and the close of the NYSE which would not be reflected in the computation of
the Fund's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
their fair value as determined in good faith by or under the supervision of
the Board of Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date.
On October 31, 1999, undistributed net investment income increased by
$77,318,235, undistributed net realized gains decreased by $112,499,990
and paid in capital increased $35,181,755 as a result of net operating tax
loss in order to comply with the requirements of the American Institute of
Certified Public Accountants Statement of Position 93-2. Net assets of the
Fund were unaffected by the reclassification discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements.
D. Foreign Currency Translations -- Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions. The
Fund does not separately account for that portion of the results of
operations resulting from changes in foreign exchange rates on investments
and the fluctuations arising from changes in market prices of securities
held. Such
FS-51
<PAGE> 157
fluctuations are included with the net realized and unrealized gain or loss
from investments.
E. Foreign Currency Contracts -- A foreign currency contract is an obligation
to purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a foreign currency contract to attempt to
minimize the risk to the Fund from adverse changes in the relationship
between currencies. The Fund may also enter into a foreign currency contract
for the purchase or sale of a security denominated in a foreign currency in
order to "lock in" the U.S. dollar price of that security. The Fund could be
exposed to risk if counterparties to the contracts are unable to meet the
terms of their contracts or if the value of the foreign currency changes
unfavorably.
F. Covered Call Options -- The Fund may write call options, but only on a
covered basis; that is, the Fund will own the underlying security. Options
written by the Fund normally will have expiration dates between three and
nine months from the date written. The exercise price of a call option may
be below, equal to, or above the current market value of the underlying
security at the time the option is written. When the Fund writes a covered
call option, an amount equal to the premium received by the Fund is recorded
as an asset and an equivalent liability. The amount of the liability is
subsequently "marked-to-market" to reflect the current market value of the
option written. The current market value of a written option is the mean
between the last bid and asked prices on that day. If a written call option
expires on the stipulated expiration date, or if the Fund enters into a
closing purchase transaction, the Fund realizes a gain (or a loss if the
closing purchase transaction exceeds the premium received when the option
was written) without regard to any unrealized gain or loss on the underlying
security, and the liability related to such option is extinguished. If a
written option is exercised, the Fund realizes a gain or a loss from the
sale of the underlying security and the proceeds of the sale are increased
by the premium originally received.
A call option gives the purchaser of such option the right to buy, and
the writer (the Fund) the obligation to sell, the underlying security at the
stated exercise price during the option period. The purchaser of a call
option has the right to acquire the security which is the subject of the
call option at any time during the option period. During the option period,
in return for the premium paid by the purchaser of the option, the Fund has
given up the opportunity for capital appreciation above the exercise price
should the market price of the underlying security increase, but has
retained the risk of loss should the price of the underlying security
decline. During the option period, the Fund may be required at any time to
deliver the underlying security against payment of the exercise price. This
obligation is terminated upon the expiration of the option period or at such
earlier time at which the Fund effects a closing purchase transaction by
purchasing (at a price which may be higher than that received when the call
option was written) a call option identical to the one originally written.
G. Put Options -- The Fund may purchase put options. By purchasing a put
option, the Fund obtains the right (but not the obligation) to sell the
option's underlying instrument at a fixed strike price. In return for this
right, the Fund pays an option premium. The option's underlying instrument
may be a security or a futures contract. Put options may be used by the Fund
to hedge securities it owns by locking in a minimum price at which the Fund
can sell. If security prices fall, the put option could be exercised to
offset all or a portion of the Fund's resulting losses. At the same time,
because the maximum the Fund has at risk is the cost of the option,
purchasing put options does not eliminate the potential for the Fund to
profit from an increase in the value of the securities hedged.
H. Expenses -- Distribution and transfer agency expenses directly attributable
to a class of shares are charged to that class' operations. All other
expenses which are attributable to more than one class are allocated among
the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment agreement, the
Fund pays an advisory fee to AIM at the annual rate of 1.0% of the first $30
million of the Fund's average daily net assets, plus 0.75% of the Fund's average
daily net assets in excess of $30 million to and including $150 million, plus
0.625% of the Fund's average daily net assets in excess of $150 million. AIM has
contractually agreed to waive a portion of its advisory fees paid by the Fund to
AIM to the extent necessary to reduce the fees paid by the Fund at net asset
levels higher than those currently incorporated in the present advisory fee
schedule. Under the contractual waiver, AIM will receive a fee calculated at the
annual rate of 1.0% of the first $30 million of the Fund's average daily net
assets, plus 0.75% of the Fund's average daily net assets in excess of $30
million to and including $150 million, plus 0.625% of the Fund's average daily
net assets in excess of $150 million to and including $2 billion, plus 0.60% of
the Fund's average daily net assets in excess of $2 billion. The waiver is
contractual and may not be terminated without approval of the Board of
Directors. During the year ended October 31, 1999, AIM waived fees of
$3,107,849. Under the terms of a master sub-advisory agreement between AIM and
A I M Capital Management, Inc. ("AIM Capital"), AIM pays AIM Capital 50% of the
amount paid by the Fund to AIM.
The Fund, pursuant to a master administrative services agreement with AIM,
has agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the year ended October 31, 1999, AIM was
paid $431,120 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the year ended October 31, 1999, AFS
was paid $11,438,795 for such services.
The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares and a master distribution agreement with
Fund Management Company ("FMC) to serve as the distributor for the Institutional
Class shares of the
FS-52
<PAGE> 158
Fund. The Company has adopted a plan pursuant to Rule 12b-1 under the 1940 Act
with respect to the Fund's Class A shares, Class B shares and Class C shares
(collectively the "Plans"). The Fund, pursuant to the Plans, pays AIM
Distributors compensation at the annual rate of 0.30% of the Fund's average
daily net assets of Class A shares and 1.00% of the average daily net assets of
Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25%
of the average daily net assets of the Class A, Class B or Class C shares to
selected dealers and financial institutions who furnish continuing personal
shareholder services to their customers who purchase and own the appropriate
class of shares of the Fund. Any amounts not paid as a service fee under the
Plans would constitute an asset-based sales charge. The Plans also impose a cap
on the total sales charges, including asset-based sales charges that may be paid
by the respective classes. During the year ended October 31, 1999, the Class A,
Class B and Class C shares paid AIM Distributors $40,983,445, $4,365,731 and
$1,175,217, respectively, as compensation under the Plans.
AIM Distributors received commissions of $3,182,696 from sales of the Class A
shares of the Fund during the year ended October 31, 1999. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the year ended October 31, 1999,
AIM Distributors received $605,519 in contingent deferred sales charges imposed
on redemptions of Fund shares. Certain officers and directors of the Company are
officers and directors of AIM, AFS, FMC and AIM Distributors.
During the year ended October 31, 1999, the Fund paid legal fees of $31,683
for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the
Company's directors. A member of that firm is a director of the Company.
NOTE 3-INDIRECT EXPENSES
During the year ended October 31, 1999, the Fund received reductions in transfer
agency fees from AFS (an affiliate of AIM) and reductions in custodian fees of
$170,495 and $67,846, respectively, under expense offset arrangements. The
effect of the above arrangements resulted in a reduction of the Fund's total
expenses of $238,341 during the year ended October 31, 1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. Prior to
May 28, 1999, the commitment fee rate was 0.05%. The commitment fee is allocated
among the funds based on their respective average net assets for the period.
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$8,369,125,551 and $10,276,104,460, respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of
investment securities $6,146,948,281
- ----------------------------------------------------------
Aggregate unrealized appreciation
(depreciation) of investment securities (161,712,109)
- ----------------------------------------------------------
Net unrealized appreciation of investment
securities $5,985,236,172
==========================================================
Cost of investments for tax purposes is $9,328,741,941.
</TABLE>
FS-53
<PAGE> 159
NOTE 7-CALL OPTION CONTRACTS
Transactions in call options written during the year ended October 31, 1999 are
summarized as follows:
<TABLE>
<CAPTION>
CALL OPTION CONTRACTS
-----------------------
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
--------- -----------
<S> <C> <C>
Beginning of period 1,875 $ 357,644
- -------------------------------------------------------------------------------------
Written 41,226 7,516,095
- -------------------------------------------------------------------------------------
Closed (17,190) (3,487,198)
- -------------------------------------------------------------------------------------
Expired (3,820) (537,647)
- -------------------------------------------------------------------------------------
End of period 22,091 $ 3,848,894
=====================================================================================
</TABLE>
Open call option contracts written at October 31, 1999 were as follows:
<TABLE>
<CAPTION>
OCTOBER 31, UNREALIZED
CONTRACT STRIKE NUMBER OF PREMIUMS 1999 APPRECIATION
ISSUE MONTH PRICE CONTRACTS RECEIVED MARKET VALUE (DEPRECIATION)
- --------------------------------------- -------- ------ --------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
EMC Corp. Jan. 00 $75 2,846 $1,162,552 $1,849,900 $ (687,348)
- -------------------------------------------------------------------------------------------------------------------
Lucent Technologies Inc. Nov. 99 65 19,245 2,686,342 3,247,594 (561,252)
- -------------------------------------------------------------------------------------------------------------------
22,091 $3,848,894 $5,097,494 $(1,248,600)
===================================================================================================================
</TABLE>
NOTE 8-CAPITAL STOCK
Changes in capital stock outstanding during the years ended October 31, 1999 and
1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------------ ------------------------------
SHARES AMOUNT SHARES AMOUNT
------------ --------------- ------------ ---------------
<S> <C> <C> <C> <C>
Sold:
Class A 98,564,141 $ 2,981,238,092 271,511,337 $ 7,555,171,888
- ------------------------------------------------------------------------------------------------------------------------
Class B 10,942,571 332,728,027 12,877,388 356,713,527
- ------------------------------------------------------------------------------------------------------------------------
Class C 5,133,893 156,450,704 2,960,570 81,123,332
- ------------------------------------------------------------------------------------------------------------------------
Institutional Class 1,596,295 51,100,608 2,149,830 60,442,629
- ------------------------------------------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
Class A 11,320,463 318,895,308 38,633,795 977,878,833
- ------------------------------------------------------------------------------------------------------------------------
Class B 286,888 7,992,642 104,498 2,643,686
- ------------------------------------------------------------------------------------------------------------------------
Class C 75,962 2,115,494 76,723 1,938,518
- ------------------------------------------------------------------------------------------------------------------------
Institutional Class 170,003 4,957,282 494,582 12,886,955
- ------------------------------------------------------------------------------------------------------------------------
Reacquired:
Class A (167,354,090) (5,084,014,652) (330,045,727) (9,200,207,188)
- ------------------------------------------------------------------------------------------------------------------------
Class B (4,443,036) (135,626,852) (2,423,778) (66,919,583)
- ------------------------------------------------------------------------------------------------------------------------
Class C (3,390,263) (103,057,846) (842,846) (22,617,090)
- ------------------------------------------------------------------------------------------------------------------------
Institutional Class (1,915,980) (60,851,863) (1,977,243) (55,893,372)
- ------------------------------------------------------------------------------------------------------------------------
(49,013,153) $(1,528,073,056) (6,480,871) $ (296,837,865)
========================================================================================================================
</TABLE>
FS-54
<PAGE> 160
NOTE 9-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A capital stock
outstanding during each of the years in the five-year period ended October 31,
1999, for a share of Class B capital stock outstanding during the year ended
October 31, 1999 and the period November 3, 1997 (date sales commenced) through
October 31, 1998 and for a share of Class C capital stock outstanding during
each of the years in the two year period ended October 31, 1999 and the period
August 4, 1997 (dates sales commenced) through October 31, 1997.
<TABLE>
<CAPTION>
CLASS A
---------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 26.37 $ 29.23 $ 25.48 $ 23.69 $ 18.31
- ---------------------------------------------------------- ----------- ----------- ----------- ----------- ----------
Income from investment operations:
Net investment income (loss) (0.17) (0.14) (0.11) (0.06) (0.05)
- ---------------------------------------------------------- ----------- ----------- ----------- ----------- ----------
Net gains (losses) on securities (both realized and
unrealized) 9.18 (0.62) 4.75 2.60 5.95
- ---------------------------------------------------------- ----------- ----------- ----------- ----------- ----------
Total from investment operations 9.01 (0.76) 4.64 2.54 5.90
- ---------------------------------------------------------- ----------- ----------- ----------- ----------- ----------
Distributions from net realized gains (0.73) (2.10) (0.89) (0.75) (0.52)
- ---------------------------------------------------------- ----------- ----------- ----------- ----------- ----------
Net asset value, end of period $ 34.65 $ 26.37 $ 29.23 $ 25.48 $ 23.69
========================================================== =========== =========== =========== =========== ==========
Total return(a) 34.81% (2.30)% 18.86% 11.26% 33.43%
========================================================== =========== =========== =========== =========== ==========
Ratios/supplemental data:
Net assets, end of period (000s omitted) $14,292,905 $12,391,844 $14,319,441 $11,255,506 $7,000,350
========================================================== =========== =========== =========== =========== ==========
Ratio of expenses to average net assets(b) 1.10%(c) 1.10% 1.11%() 1.14% 1.16%
========================================================== =========== =========== =========== =========== ==========
Ratio of net investment income (loss) to average net
assets(d) (0.50)%(c) (0.47)% (0.40)%() (0.27)% (0.32)%
========================================================== =========== =========== =========== =========== ==========
Portfolio turnover rate 62% 76% 67% 58% 45%
========================================================== =========== =========== =========== =========== ==========
</TABLE>
<TABLE>
<S> <C>
(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%, 1.12%, 1.13%, 1.16% and
1.18% for 1999-1995.
(c) Ratios are based on average net assets of $13,661,148,228.
(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 (0.52)%,
(0.50)%, (0.42)%, (0.29)% and (0.34)% for 1999-1995.
</TABLE>
<TABLE>
<CAPTION>
CLASS B CLASS C
--------------------- -------------------------------
1999 1998 1999 1998 1997
--------- -------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 26.11 $ 30.04 $ 26.10 $ 29.18 $ 30.32
- ------------------------------------------------------------ -------- -------- -------- ------- -------
Income from investment operations:
Net investment income (loss) (0.42) (0.37)(a) (0.42) (0.37)(a) (0.04)
- ------------------------------------------------------------ -------- -------- -------- ------- -------
Net gains (losses) on securities (both realized and
unrealized) 9.04 (1.46) 9.04 (0.61) (1.10)
- ------------------------------------------------------------ -------- -------- -------- ------- -------
Total from investment operations 8.62 (1.83) 8.62 (0.98) (1.14)
- ------------------------------------------------------------ -------- -------- -------- ------- -------
Distributions from net realized gains (0.73) (2.10) (0.73) (2.10) --
- ------------------------------------------------------------ -------- -------- -------- ------- -------
Net asset value, end of period $ 34.00 $ 26.11 $ 33.99 $ 26.10 $ 29.18
============================================================ ======== ======== ======== ======= =======
Total return(b) 33.64% (5.86)% 33.65% (3.12)% (3.76)%
============================================================ ======== ======== ======== ======= =======
Ratios/supplement data:
Net assets, end of period (000s omitted) $589,718 $275,676 $161,490 $76,522 $21,508
============================================================ ======== ======== ======== ======= =======
Ratio of expenses to average net assets(c) 1.98%(d) 1.98%(e) 1.98%(d) 1.97% 1.84%(e)
============================================================ ======== ======== ======== ======= =======
Ratio of net investment income (loss) to average net
assets(f) (1.38)%(d) (1.36)%(e) (1.38)%(d) (1.35)% (1.12)%(e)
============================================================ ======== ======== ======== ======= =======
Portfolio turnover rate 62% 76% 62% 76% 67%
============================================================ ======== ======== ======== ======= =======
(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%, and 2.00% (annualized) for 1999-1998 for Class B and 2.00%, 1.99% and
1.86% (annualized) for 1999-1997 for Class C.
(d) Ratios are based on average net assets of $436,573,129 and $117,521,680 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 (1.40)% and (1.38)% (annualized) for 1999-1998 for Class B
and (1.40)%, (1.37)% and (1.15)% (annualized) for 1999-1997 for Class C.
</TABLE>
FS-55
<PAGE> 161
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We have audited the accompanying statement of assets and
liabilities of AIM Dent Demographics Trends Fund (a
portfolio of AIM Equity Funds, Inc.), including the
schedule of investments, as of October 31, 1999, the
related statement of operations, the statement of changes
in net assets, and financial highlights for the period
June 7, 1999 (date operations commenced) through October
31, 1999. These financial statements and financial
highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion
on these financial statements and financial highlights
based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements and
financial highlights referred to above present fairly, in
all material respects, the financial position of AIM Dent
Demographics Trends Fund as of October 31, 1999, the
results of its operations, the changes in its net assets
and the financial highlights for the period June 7, 1999
(date operations commenced) through October 31, 1999 in
conformity with generally accepted accounting principles.
/s/KPMG LLP
-----------
KPMG LLP
December 3, 1999
Houston, Texas
FS-56
<PAGE> 162
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS & OTHER EQUITY
INTERESTS-93.70%
BANKS (MONEY CENTER)-1.56%
Chase Manhattan Corp. (The) 70,000 $ 6,116,250
- --------------------------------------------------------------
BANKS (REGIONAL)-0.30%
Dah Sing Financial Group (Hong
Kong) 300,000 1,197,204
- --------------------------------------------------------------
BROADCASTING (TELEVISION, RADIO &
CABLE)-7.22%
AT&T Corp. - Liberty Media
Group-Class A(a) 40,000 1,587,500
- --------------------------------------------------------------
Cablevision Systems Corp.-Class
A(a) 55,000 3,715,937
- --------------------------------------------------------------
Comcast Corp.-Class A 250,000 10,531,250
- --------------------------------------------------------------
Cox Communications, Inc.-Class A(a) 75,000 3,407,812
- --------------------------------------------------------------
Insight Communications Company,
Inc.(a) 160,000 3,780,000
- --------------------------------------------------------------
MediaOne Group, Inc.(a) 75,000 5,329,687
- --------------------------------------------------------------
28,352,186
- --------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-7.19%
Comverse Technology, Inc.(a) 50,000 5,675,000
- --------------------------------------------------------------
General Instrument Corp.(a) 100,000 5,381,250
- --------------------------------------------------------------
Harmonic, Inc.(a) 30,000 1,781,250
- --------------------------------------------------------------
JDS Uniphase Corp.(a) 25,000 4,171,875
- --------------------------------------------------------------
Lucent Technologies Inc. 20,000 1,285,000
- --------------------------------------------------------------
Nokia Oyj-ADR (Finland) 35,000 4,044,687
- --------------------------------------------------------------
Nortel Networks Corp. (Canada) 40,000 2,477,500
- --------------------------------------------------------------
QUALCOMM, Inc.(a) 12,500 2,784,375
- --------------------------------------------------------------
Sycamore Networks, Inc.(a) 3,000 645,000
- --------------------------------------------------------------
28,245,937
- --------------------------------------------------------------
COMPUTERS (HARDWARE)-4.92%
Apple Computer, Inc.(a) 75,000 6,009,375
- --------------------------------------------------------------
Dell Computer Corp.(a) 75,000 3,009,375
- --------------------------------------------------------------
Gateway, Inc.(a) 100,000 6,606,250
- --------------------------------------------------------------
Sun Microsystems, Inc.(a) 35,000 3,703,437
- --------------------------------------------------------------
19,328,437
- --------------------------------------------------------------
COMPUTERS (NETWORKING)-1.88%
Cisco Systems, Inc.(a) 100,000 7,400,000
- --------------------------------------------------------------
COMPUTERS (PERIPHERALS)-1.60%
EMC Corp.(a) 45,000 3,285,000
- --------------------------------------------------------------
Lexmark International Group,
Inc.-Class A(a) 38,700 3,021,019
- --------------------------------------------------------------
6,306,019
- --------------------------------------------------------------
COMPUTERS (SOFTWARE & SERVICES)-16.28%
Agile Software Corp.(a) 25,000 2,450,000
- --------------------------------------------------------------
Alteon Websystems, Inc.(a) 10,200 731,850
- --------------------------------------------------------------
America Online, Inc.(a) 50,000 6,484,375
- --------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMPUTERS (SOFTWARE & SERVICES)-(CONTINUED)
Clarify, Inc.(a) 40,000 $ 3,090,000
- --------------------------------------------------------------
E.piphany, Inc.(a) 17,400 1,496,400
- --------------------------------------------------------------
Intuit, Inc.(a) 200,000 5,825,000
- --------------------------------------------------------------
Microsoft Corp.(a) 130,000 12,033,125
- --------------------------------------------------------------
Novell, Inc.(a) 600,000 12,037,500
- --------------------------------------------------------------
Oracle Corp.(a) 25,000 1,189,062
- --------------------------------------------------------------
VERITAS Software Corp.(a) 100,000 10,787,500
- --------------------------------------------------------------
Visio Corp.(a) 75,000 2,969,531
- --------------------------------------------------------------
Vixel Corp.(a) 40,000 1,280,000
- --------------------------------------------------------------
Yahoo! Inc.(a) 20,000 3,581,250
- --------------------------------------------------------------
63,955,593
- --------------------------------------------------------------
CONSUMER FINANCE-1.39%
Providian Financial Corp. 50,000 5,450,000
- --------------------------------------------------------------
ELECTRICAL EQUIPMENT-0.95%
Conexant Systems, Inc.(a) 40,000 3,735,000
- --------------------------------------------------------------
ELECTRONICS (SEMICONDUCTORS)-3.12%
Cypress Semiconductor Corp.(a) 150,000 3,834,375
- --------------------------------------------------------------
Intel Corp. 50,000 3,871,875
- --------------------------------------------------------------
SDL, Inc.(a) 15,000 1,849,687
- --------------------------------------------------------------
Texas Instruments, Inc. 30,000 2,692,500
- --------------------------------------------------------------
12,248,437
- --------------------------------------------------------------
ENTERTAINMENT-1.70%
Time Warner Inc. 75,000 5,226,563
- --------------------------------------------------------------
World Wrestling Federation
Entertainment, Inc.(a) 60,000 1,447,500
- --------------------------------------------------------------
6,674,063
- --------------------------------------------------------------
EQUIPMENT (SEMICONDUCTOR)-1.53%
Applied Materials, Inc.(a) 35,000 3,143,438
- --------------------------------------------------------------
Teradyne, Inc.(a) 75,000 2,887,500
- --------------------------------------------------------------
6,030,938
- --------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-4.90%
American Express Co. 90,000 13,860,000
- --------------------------------------------------------------
Citigroup Inc. 100,000 5,412,500
- --------------------------------------------------------------
19,272,500
- --------------------------------------------------------------
HEALTH CARE (DIVERSIFIED)-6.87%
Bristol-Myers Squibb Co. 100,000 7,681,250
- --------------------------------------------------------------
Johnson & Johnson 70,000 7,332,500
- --------------------------------------------------------------
Warner-Lambert Co. 150,000 11,971,875
- --------------------------------------------------------------
26,985,625
- --------------------------------------------------------------
</TABLE>
FS-57
<PAGE> 163
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
HEALTH CARE (DRUGS-GENERIC &
OTHER)-0.64%
Genetech, Inc.(a) 10,000 $ 1,457,500
- --------------------------------------------------------------
Medicis Pharmaceutical Corp.-Class
A(a) 35,000 1,067,500
- --------------------------------------------------------------
2,525,000
- --------------------------------------------------------------
HEALTH CARE (DRUGS-MAJOR
PHARMACEUTICALS)-3.90%
Pfizer, Inc. 200,000 7,900,000
- --------------------------------------------------------------
Schering-Plough Corp. 150,000 7,425,000
- --------------------------------------------------------------
15,325,000
- --------------------------------------------------------------
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-1.26%
Guidant Corp. 100,000 4,937,500
- --------------------------------------------------------------
INSURANCE (MULTI-LINE)-2.10%
American International Group, Inc. 80,000 8,235,000
- --------------------------------------------------------------
INVESTMENT BANKING/BROKERAGE-6.82%
Merrill Lynch & Co., Inc. 75,000 5,887,500
- --------------------------------------------------------------
Morgan Stanley, Dean Witter,
Discover & Co. 110,000 12,134,375
- --------------------------------------------------------------
Schwab (Charles) Corp. (The) 225,000 8,760,938
- --------------------------------------------------------------
26,782,813
- --------------------------------------------------------------
LODGING-HOTELS-1.13%
Carnival Corp. 100,000 4,450,000
- --------------------------------------------------------------
MANUFACTURING (DIVERSIFIED)-3.71%
Tyco International Ltd. 365,000 14,577,188
- --------------------------------------------------------------
RAILROADS-0.72%
Kansas City Southern Industries,
Inc. 60,000 2,846,250
- --------------------------------------------------------------
RETAIL (BUILDING SUPPLIES)-2.31%
Home Depot, Inc. (The) 40,000 3,020,000
- --------------------------------------------------------------
Lowe's Companies, Inc. 110,000 6,050,000
- --------------------------------------------------------------
9,070,000
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
RETAIL (BUILDING SUPPLIES)-(CONTINUED)
- --------------------------------------------------------------
RETAIL (COMPUTERS &
ELECTRONICS)-4.69%
Best Buy Co., Inc.(a) 140,000 $ 7,778,750
- --------------------------------------------------------------
Circuit City Stores-Circuit City
Group 80,000 3,415,000
- --------------------------------------------------------------
Tandy Corp. 115,000 7,237,813
- --------------------------------------------------------------
18,431,563
- --------------------------------------------------------------
RETAIL (SPECIALTY)-0.90%
Amazon.com, Inc.(a) 50,000 3,531,250
- --------------------------------------------------------------
RETAIL (SPECIALTY-APPAREL)-0.82%
American Eagle Outfitters, Inc.(a) 75,000 3,210,938
- --------------------------------------------------------------
TELECOMMUNICATIONS (CELLULAR/
WIRELESS)-3.29%
Nextel Communications, Inc.-Class
A(a) 150,000 12,928,125
- --------------------------------------------------------------
Total Common Stocks & Other
Equity Interests (Cost
$328,287,739) 368,148,816
- --------------------------------------------------------------
MONEY MARKET FUNDS-6.23%
STIC Liquid Assets Portfolio(b) 12,250,775 12,250,775
- --------------------------------------------------------------
STIC Prime Portfolio(b) 12,250,775 12,250,775
- --------------------------------------------------------------
Total Money Market Funds (Cost
$24,501,550) 24,501,550
- --------------------------------------------------------------
TOTAL INVESTMENTS-99.93% 392,650,366
- --------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES-0.07% 258,135
- --------------------------------------------------------------
NET ASSETS-100.00% $392,908,501
==============================================================
</TABLE>
Investment Abbreviations:
ADR - American Depositary Receipt
Notes to Schedule of Investments:
(a) Non-income producing security.
(b) The security shares the same investment advisor as the Fund.
See Notes to Financial Statements.
FS-58
<PAGE> 164
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$352,789,289) $392,650,366
- --------------------------------------------------------
Receivables for:
Capital stock sold 7,895,024
- --------------------------------------------------------
Dividends and interest 116,171
- --------------------------------------------------------
Investment for deferred compensation plan 2,653
- --------------------------------------------------------
Other assets 99,883
- --------------------------------------------------------
Total assets 400,764,097
- --------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 6,597,126
- --------------------------------------------------------
Deferred compensation plan 2,653
- --------------------------------------------------------
Capital stock reacquired 550,419
- --------------------------------------------------------
Accrued advisory fees 352,181
- --------------------------------------------------------
Accrued administrative services fees 4,247
- --------------------------------------------------------
Accrued directors' fees 1,900
- --------------------------------------------------------
Accrued distribution fees 231,529
- --------------------------------------------------------
Accrued transfer agent fees 44,956
- --------------------------------------------------------
Accrued operating expenses 70,585
- --------------------------------------------------------
Total liabilities 7,855,596
- --------------------------------------------------------
Net assets applicable to shares
outstanding $392,908,501
========================================================
NET ASSETS:
Class A $163,872,289
========================================================
Class B $177,430,877
========================================================
Class C $ 51,605,335
========================================================
CAPITAL STOCK, $0.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 13,495,267
========================================================
Class B:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 14,649,049
========================================================
Class C:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 4,260,828
========================================================
Class A:
Net asset value and redemption price per
share $ 12.14
- --------------------------------------------------------
Offering price per share:
(Net asset value of $12.14 divided
by 94.50%) $ 12.85
========================================================
Class B:
Net asset value and offering price per
share $ 12.11
========================================================
Class C:
Net asset value and offering price per
share $ 12.11
========================================================
</TABLE>
STATEMENT OF OPERATIONS
For the period June 7, 1999 (date operations commenced) through October 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $225 foreign withholding
tax) $ 270,152
- --------------------------------------------------------
Interest 213,727
- --------------------------------------------------------
Total investment income 483,879
- --------------------------------------------------------
EXPENSES:
Advisory fees 690,278
- --------------------------------------------------------
Administrative services fees 16,849
- --------------------------------------------------------
Custodian fees 19,414
- --------------------------------------------------------
Directors' fees 5,408
- --------------------------------------------------------
Distribution fees -- Class A 112,110
- --------------------------------------------------------
Distribution fees -- Class B 359,002
- --------------------------------------------------------
Distribution fees -- Class C 104,204
- --------------------------------------------------------
Transfer agent fees -- Class A 82,475
- --------------------------------------------------------
Transfer agent fees -- Class B 80,937
- --------------------------------------------------------
Transfer agent fees -- Class C 24,361
- --------------------------------------------------------
Registration and filing fees 77,325
- --------------------------------------------------------
Other 69,236
- --------------------------------------------------------
Total expenses 1,641,599
- --------------------------------------------------------
Less: Fee waivers (43,724)
- --------------------------------------------------------
Expenses paid indirectly (1,853)
- --------------------------------------------------------
Net expenses 1,596,022
- --------------------------------------------------------
Net investment income (loss) (1,112,143)
- --------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENT SECURITIES AND FOREIGN
CURRENCIES:
Net realized gain (loss) from:
Investment securities (3,389,752)
- --------------------------------------------------------
Foreign currencies (46)
- --------------------------------------------------------
(3,389,798)
- --------------------------------------------------------
Change in net unrealized appreciation of:
Investment securities 39,861,077
- --------------------------------------------------------
Net gain from investment securities and
foreign currencies 36,471,279
- --------------------------------------------------------
Net increase in net assets resulting from
operations $35,359,136
========================================================
</TABLE>
See Notes to Financial Statements.
FS-59
<PAGE> 165
STATEMENT OF CHANGES IN NET ASSETS
For the period June 7, 1999 (date operations commenced) through October 31, 1999
<TABLE>
<CAPTION>
OCTOBER 31,
1999
------------
<S> <C>
OPERATIONS:
Net investment income (loss) $ (1,112,143)
- --------------------------------------------------------------------------
Net realized gain (loss) from investment securities and
foreign currencies (3,389,798)
- --------------------------------------------------------------------------
Change in net unrealized appreciation of investment
securities 39,861,077
- --------------------------------------------------------------------------
Net increase in net assets resulting from operations 35,359,136
- --------------------------------------------------------------------------
Share transactions-net:
Class A 148,625,216
- --------------------------------------------------------------------------
Class B 161,925,702
- --------------------------------------------------------------------------
Class C 46,998,447
- --------------------------------------------------------------------------
Net increase in net assets 392,908,501
- --------------------------------------------------------------------------
NET ASSETS:
Beginning of period --
- --------------------------------------------------------------------------
End of period $392,908,501
==========================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $356,470,945
- --------------------------------------------------------------------------
Undistributed net investment income (loss) (33,769)
- --------------------------------------------------------------------------
Undistributed net realized gain (loss) from investment
securities and foreign currencies (3,389,752)
- --------------------------------------------------------------------------
Unrealized appreciation of investment securities 39,861,077
- --------------------------------------------------------------------------
$392,908,501
==========================================================================
</TABLE>
See Notes to Financial Statements.
FS-60
<PAGE> 166
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Dent Demographic Trends Fund (the "Fund") is a series portfolio of AIM
Equity Funds, Inc. (the "Company"). The Company is a Maryland corporation
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end series management investment company consisting of ten
separate portfolios. The Fund currently offers three different classes of
shares: Class A shares, Class B shares and Class C shares. Class A shares are
sold with a front-end sales charge. Class B shares and Class C shares are sold
with a contingent deferred sales charge. Matters affecting each portfolio or
class will be voted on exclusively by the shareholders of such portfolio or
class. The assets, liabilities and operations of each portfolio are accounted
for separately. Information presented in these financial statements pertains
only to the Fund. The Fund's investment objective is long-term growth of
capital.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The following is a summary of the significant accounting policies
followed by the Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular
day, the security is valued at the closing bid price on that day. Each
security reported on the NASDAQ National Market System is valued at the last
sales price on the valuation date or absent a last sales price, at the
closing bid price. Debt obligations (including convertible bonds) are valued
on the basis of prices provided by an independent pricing service. Prices
provided by the pricing service may be determined without exclusive reliance
on quoted prices, and may reflect appropriate factors such as yield, type of
issue, coupon rate and maturity date. Securities for which market prices are
not provided by any of the above methods are valued based upon quotes
furnished by independent sources and are valued at the last bid price in the
case of equity securities and in the case of debt obligations, the mean
between the last bid and asked prices. Securities for which market
quotations are not readily available or are questionable are valued at fair
value as determined in good faith by or under the supervision of the
Company's officers in a manner specifically authorized by the Board of
Directors of the Company. Short-term obligations having 60 days or less to
maturity are valued at amortized cost which approximates market value. For
purposes of determining net asset value per share, futures and options
contracts generally will be valued 15 minutes after the close of trading of
the New York Stock Exchange ("NYSE"). Generally, trading in foreign
securities is substantially completed each day at various times prior to the
close of the NYSE. The values of such securities used in computing the net
asset value of the Fund's shares are determined as of such times. Foreign
currency exchange rates are also generally determined prior to the close of
the NYSE. Occasionally, events affecting the values of such securities and
such exchange rates may occur between the times at which they are determined
and the close of the NYSE which would not be reflected in the computation of
the Fund's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
their fair value as determined in good faith by or under the supervision of
the Board of Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date.
On October 31, 1999, undistributed net investment income (loss)
increased $1,078,374, undistributed net realized gain (loss) increased $46
and paid in capital decreased $1,078,420 as a result of net operating tax
loss in order to comply with the requirements of the American Institute of
Certified Public Accountants Statement of Position 93-2. Net assets of the
Fund were unaffected by the reclassification discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements. The Fund has a capital loss
carryforward of $3,389,675 as of October 31, 1999 which may be carried
forward to offset future taxable gains, if any, which expires, if not
previously utilized, in the year 2007.
D. Foreign Currency Translations -- Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions. The
Fund does not separately account for that portion of the results of
operations resulting from changes in foreign exchange rates on investments
and the fluctuations
FS-61
<PAGE> 167
arising from changes in market prices of securities held. Such fluctuations
are included with the net realized and unrealized gain or loss from
investments.
E. Foreign Currency Contracts -- A foreign currency contract is an obligation
to purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a foreign currency contract to attempt to
minimize the risk to the Fund from adverse changes in the relationship
between currencies. The Fund may also enter into a foreign currency contract
for the purchase or sale of a security denominated in a foreign currency in
order to "lock in" the U.S. dollar price of that security. The Fund could be
exposed to risk if counterparties to the contracts are unable to meet the
terms of their contracts or if the value of the foreign currency changes
unfavorably.
F. Expenses -- Distribution expenses and transfer agency expenses directly
attributable to a class of shares are charged to that class' operations. All
other expenses which are attributable to more than one class are allocated
among the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). H.S. Dent Advisors, Inc. is the Fund's subadvisor. Under
the terms of the master investment advisory agreement, the Fund pays an advisory
fee to AIM at the annual rate of 0.85% of the first $2 billion of the Fund's
average daily net assets, plus 0.80% of the Fund's average daily net assets
exceeding $2 billion. During the period June 7, 1999 (date operations commenced)
through October 31, 1999, AIM waived fees of $43,724.
The Fund, pursuant to a master administrative services agreement with AIM, has
agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the period June 7, 1999 (date operations
commenced) through October 31, 1999, AIM was paid $16,849 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to pay
A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the period June 7, 1999 (date
operations commenced) through October 31, 1999, AFS was paid $82,863 for such
services. The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares of the Fund. The Company has adopted a plan
pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A
shares, Class B shares and Class C shares (collectively the "Plans"). The Fund ,
pursuant to the Plans, pays AIM Distributors compensation at the annual rate of
0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the
average daily net assets of Class B and C shares. Of these amounts, the Fund may
pay a service fee of 0.25% of the average daily net assets of the Class A, Class
B or Class C shares to selected dealers and financial institutions who furnish
continuing personal shareholder services to their customers who purchase and own
the appropriate class of shares of the Fund. Any amounts not paid as a service
fee under the Plans would constitute an asset-based sales charge. The Plans also
impose a cap on the total sales charges, including asset-based sales charges
that may be paid by the respective classes. During the period June 7, 1999 (date
operations commenced) through October 31, 1999, the Class A, Class B and Class C
shares paid AIM Distributors $112,110, $359,002 and $104,204, respectively, as
compensation under the Plans. AIM Distributors received commissions of $551,702
from sales of the Class A shares of the Fund during the period June 7, 1999
(date operations commenced) through October 31, 1999. Such commissions are not
an expense of the Fund. They are deducted from, and are not included in, the
proceeds from sales of Class A shares. During the period June 7, 1999 (date
operations commenced) through October 31, 1999, AIM Distributors received $3,886
in contingent deferred sales charges imposed on redemptions of Fund shares.
Certain officers and directors of the Company are officers and directors of AIM,
AFS and AIM Distributors. During the period June 7, 1999 (date operations
commenced) through October 31, 1999, the Fund paid legal fees of $988 for
services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the
Company's directors. A member of that firm is a director of the Company.
NOTE 3-INDIRECT EXPENSES
During the period June 7, 1999 (date operations commenced) through October 31,
1999, the Fund received reductions in transfer agency fees from AFS (an
affiliate of AIM) and reductions in custodian fees of $638 and $1,215,
respectively, under expense offset arrangements. The effect of the above
arrangements resulted in a reduction of the Fund's total expenses of $1,853
during the period June 7, 1999 (date operations commenced) through October 31,
1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the period
June 7, 1999 (date operations commenced) through October 31, 1999, the Fund did
not borrow under the line of credit agreement. The funds which are party to the
line of credit are charged a commitment fee of 0.09% on the unused balance of
the committed line. The commitment fee is allocated among the funds based on
their respective average net assets for the period.
FS-62
<PAGE> 168
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the period June 7, 1999 (date operations
commenced) through October 31, 1999 was $395,499,125 and $63,821,633,
respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of investment securities $47,072,441
- -------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities (7,211,441)
- -------------------------------------------------------------------------
Net unrealized appreciation of investment securities $39,861,000
=========================================================================
</TABLE>
Cost of investments for tax purposes is $352,789,366.
NOTE 7-CAPITAL STOCK
Changes in capital stock outstanding during the period June 7, 1999 (date
operations commenced) through October 31, 1999 were as follows:
<TABLE>
<CAPTION>
OCTOBER 31, 1999
-------------------------
SHARES AMOUNT
---------- ------------
<S> <C> <C>
Sold:
Class A 14,146,708 $155,933,583
- ---------------------------------------------------------------------------------------
Class B 14,828,511 163,946,584
- ---------------------------------------------------------------------------------------
Class C 4,372,731 48,262,483
- ---------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
Reacquired:
Class A (651,441) (7,308,367)
- ---------------------------------------------------------------------------------------
Class B (179,461) (2,020,882)
- ---------------------------------------------------------------------------------------
Class C (111,903) (1,264,036)
- ---------------------------------------------------------------------------------------
32,405,145 $357,549,365
=======================================================================================
</TABLE>
FS-63
<PAGE> 169
NOTE 8-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A, Class B and
Class C capital stock outstanding during the period June 7, 1999 (date
operations commenced) through October 31, 1999.
<TABLE>
<CAPTION>
CLASS A
-----------
OCTOBER 31,
1999
-----------
<S> <C>
Net asset value, beginning of period $ 10.00
- ------------------------------------------------------------ --------
Income from investment operations:
Net investment income (loss) (0.03)
- ------------------------------------------------------------ --------
Net gains on securities (both realized and unrealized) 2.17
- ------------------------------------------------------------ --------
Total from investment operations 2.14
- ------------------------------------------------------------ --------
Net asset value, end of period $ 12.14
============================================================ ========
Total return(a) 21.40%
============================================================ ========
Ratios/supplement data:
Net assets, end of period (000s omitted) $163,872
============================================================ ========
Ratio of expenses to average net assets(b) 1.60%
============================================================ ========
Ratio of net investment income (loss) to average net
assets(d) (1.00)%
============================================================ ========
Portfolio turnover rate 29%
============================================================ ========
</TABLE>
(a) Does not deduct sales charges and is not annualized for periods less than
one year.
(b) After fee waivers and/or expense reimbursements. Ratio of expenses to
average net assets prior to fee waivers and/or expense reimbursements was
1.65% (annualized).
(c) Ratios are annualized and based on average net assets of $86,627,852.
(d) After fee waivers and/or expense reimbursements. Ratio of net investment
income (loss) to average net assets prior to fee waivers and/or expense
reimbursements was (1.05)% (annualized).
<TABLE>
<CAPTION>
CLASS B CLASS C
----------- -----------
OCTOBER 31, OCTOBER 31,
1999 1999
----------- -----------
<S> <C> <C>
Net asset value, beginning of period $ 10.00 $ 10.00
- ------------------------------------------------------------ -------- -------
Income from investment operations:
Net investment income (loss) (0.04) (0.04)
- ------------------------------------------------------------ -------- -------
Net gains on securities (both realized and unrealized) 2.15 2.15
- ------------------------------------------------------------ -------- -------
Total from investment operations 2.11 2.11
- ------------------------------------------------------------ -------- -------
Net asset value, end of period $ 12.11 $ 12.11
============================================================ ======== =======
Total return(a) 21.10% 21.10%
============================================================ ======== =======
Ratios/supplement data:
Net assets, end of period (000s omitted) $177,430 $51,605
============================================================ ======== =======
Ratio of expenses to average net assets(b) 2.24% 2.24%
============================================================ ======== =======
Ratio of net investment income (loss) to average net
assets(d) (1.64)% (1.64)%
============================================================ ======== =======
Portfolio turnover rate 29% 29%
============================================================ ======== =======
</TABLE>
<TABLE>
<S> <C>
(a) Does not deduct contingent deferred sales charges and is not
annualized for periods less than one year.
(b) After fee waivers and/or expense reimbursement. Ratios of
expenses to average net assets prior to fee waivers and/or
expense reimbursements were 2.29% (annualized) for Class B
and 2.29% (annualized) for Class C.
(c) Ratios are annualized and based on average net assets of
$89,140,054 and $25,873,790 for Class B and Class C,
respectively.
(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 reimbursements were (1.69)%
(annualized) for Class B and (1.69)% (annualized) for Class
C.
</TABLE>
FS-64
<PAGE> 170
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We have audited the accompanying statement of assets and
liabilities of AIM Large Cap Basic Value Fund (a
portfolio of AIM Equity Funds, Inc.), including the
schedule of investments, as of October 31, 1999, the
related statement of operations, the statement of changes
in net assets, and financial highlights for the period
June 30, 1999 (date operations commenced) through October
31, 1999. These financial statements and financial
highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion
on these financial statements and financial highlights
based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all
material respects, the financial position of AIM Large
Cap Basic Value Fund as of October 31, 1999, the results
of its operations, the changes in its net assets and the
financial highlights for the period June 30, 1999 (date
operations commenced) through October 31, 1999 in
conformity with generally accepted accounting principles.
/s/ KPMG LLP
------------
KPMG LLP
December 3, 1999
Houston, Texas
FS-65
<PAGE> 171
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS & OTHER EQUITY
INTERESTS-90.30%
AUTOMOBILES-1.43%
Ford Motor Co. 300 $ 16,462
- -------------------------------------------------------------
BANKS (MAJOR REGIONAL)-1.89%
Fleet Boston Corp. 500 21,812
- -------------------------------------------------------------
BANKS (MONEY CENTER)-2.79%
Bank of America Corp. 500 32,187
- -------------------------------------------------------------
COMPUTERS (HARDWARE)-2.56%
International Business Machines Corp. 300 29,512
- -------------------------------------------------------------
COMPUTERS (SOFTWARE & SERVICES)-7.13%
Akamai Technologies, Inc.(a) 200 29,038
- -------------------------------------------------------------
BMC Software, Inc.(a) 300 19,256
- -------------------------------------------------------------
Computer Associates International, Inc. 600 33,900
- -------------------------------------------------------------
82,194
- -------------------------------------------------------------
DISTRIBUTORS (FOOD & HEALTH)-1.74%
McKesson HBOC, Inc. 1,000 20,063
- -------------------------------------------------------------
ELECTRIC COMPANIES-6.86%
Central and South West Corp. 800 17,750
- -------------------------------------------------------------
Illinova Corp. 500 15,906
- -------------------------------------------------------------
Niagara Mohawk Holdings, Inc.(a) 1,400 22,225
- -------------------------------------------------------------
Texas Utilities Co. 600 23,250
- -------------------------------------------------------------
79,131
- -------------------------------------------------------------
ELECTRICAL EQUIPMENT-2.70%
Koninklijke (Royal) Phillips
Electronics N.V.-ADR (Netherlands) 300 31,181
- -------------------------------------------------------------
ENGINEERING & CONSTRUCTION-0.79%
McDermott International, Inc. 500 9,063
- -------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-9.45%
Associates First Capital Corp.-Class A 400 14,600
- -------------------------------------------------------------
Citigroup Inc. 800 43,300
- -------------------------------------------------------------
Fannie Mae 300 21,225
- -------------------------------------------------------------
MGIC Investment Corp. 500 29,875
- -------------------------------------------------------------
109,000
- -------------------------------------------------------------
HEALTH CARE (DRUGS-MAJOR
PHARMACEUTICALS)-1.40%
Pharmacia & Upjohn, Inc. 300 16,181
- -------------------------------------------------------------
HEALTH CARE (HOSPITAL MANAGEMENT)-3.44%
Columbia/HCA Healthcare Corp. 800 19,300
- -------------------------------------------------------------
Health Management Associates,
Inc.-Class A(a) 2,300 20,413
- -------------------------------------------------------------
39,713
- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
HEALTH CARE (LONG TERM CARE)-0.96%
Manor Care, Inc.(a) 700 $ 11,025
- -------------------------------------------------------------
HEALTH CARE (MANAGED CARE)-3.14%
United Healthcare Corp. 700 36,181
- -------------------------------------------------------------
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-1.60%
Beckman Coulter, Inc. 400 18,400
- -------------------------------------------------------------
INSURANCE (LIFE/HEALTH)-0.86%
UnumProvident Corp. 300 9,881
- -------------------------------------------------------------
INSURANCE (MULTI-LINE)-1.12%
American International Group, Inc. 125 12,867
- -------------------------------------------------------------
INSURANCE (PROPERTY-CASUALTY)-2.96%
Travelers Property Casualty Corp.-Class A
500 18,000
- -------------------------------------------------------------
XL Capital Ltd.-Class A 300 16,106
- -------------------------------------------------------------
34,106
- -------------------------------------------------------------
INVESTMENT MANAGEMENT-1.82%
Franklin Resources, Inc. 600 21,000
- -------------------------------------------------------------
LEISURE TIME (PRODUCTS)-2.20%
Mattel, Inc. 1,900 25,413
- -------------------------------------------------------------
MANUFACTURING (DIVERSIFIED)-2.34%
Minnesota Mining and Manufacturing Co. 200 19,013
- -------------------------------------------------------------
Tyco International Ltd. 200 7,988
- -------------------------------------------------------------
27,001
- -------------------------------------------------------------
MANUFACTURING (SPECIALIZED)-1.59%
Parker Hannifin Corp. 400 18,325
- -------------------------------------------------------------
OIL & GAS (DRILLING & EQUIPMENT)-6.00%
Diamond Offshore Drilling, Inc. 500 15,875
- -------------------------------------------------------------
ENSCO International, Inc. 800 15,500
- -------------------------------------------------------------
Schlumberger Ltd. 400 24,225
- -------------------------------------------------------------
Transocean Offshore, Inc. 500 13,594
- -------------------------------------------------------------
69,194
- -------------------------------------------------------------
OIL (DOMESTIC INTEGRATED)-2.42%
Atlantic Richfield Co. 300 27,956
- -------------------------------------------------------------
OIL (INTERNATIONAL INTEGRATED)-2.51%
Mobil Corp. 300 28,950
- -------------------------------------------------------------
PAPER & FOREST PRODUCTS-2.28%
International Paper Co. 500 26,313
- -------------------------------------------------------------
PERSONAL CARE-0.84%
Avon Products, Inc. 300 9,675
- -------------------------------------------------------------
</TABLE>
FS-66
<PAGE> 172
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
RETAIL (DEPARTMENT STORES)-1.86%
Federated Department Stores, Inc.(a) 300 $ 12,806
- -------------------------------------------------------------
Saks, Inc.(a) 500 8,594
- -------------------------------------------------------------
21,400
- -------------------------------------------------------------
RETAIL (FOOD CHAINS)-1.57%
Albertson's, Inc. 500 18,156
- -------------------------------------------------------------
SERVICES (DATA PROCESSING)-1.98%
First Data Corp. 500 22,844
- -------------------------------------------------------------
TELECOMMUNICATIONS (LONG
DISTANCE)-2.03%
AT&T Corp. 500 23,375
- -------------------------------------------------------------
TELEPHONE-4.46%
Bell Atlantic Corp. 400 25,975
- -------------------------------------------------------------
SBC Communications, Inc. 500 25,469
- -------------------------------------------------------------
51,444
- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
TOBACCO-1.75%
Philip Morris Companies, Inc. 800 $ 20,150
- -------------------------------------------------------------
WASTE MANAGEMENT-1.83%
Waste Management, Inc. 1,150 21,131
- -------------------------------------------------------------
Total Common Stocks & Other Equity
Interests (Cost $1,126,359) 1,041,286
- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
<S> <C> <C>
U.S. GOVERNMENT AGENCY
SECURITIES-10.06%
FEDERAL HOME LOAN MORTGAGE CORP.
("FHLMC")-10.06%
Discount Notes 5.16%, 11/01/99 (Cost
$116,000) $116,000 116,000
==============================================================
TOTAL INVESTMENTS-100.36% 1,157,286
==============================================================
LIABILITIES LESS OTHER ASSETS-(0.36%) (4,179)
==============================================================
NET ASSETS-100.00% $1,153,107
==============================================================
</TABLE>
Investment Abbreviation:
ADR - American Depositary Receipt
Notes to Schedule of Investments:
(a) Non-income producing security.
See Notes to Financial Statements.
FS-67
<PAGE> 173
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$1,242,359) $ 1,157,286
- --------------------------------------------------------
Cash 656
- --------------------------------------------------------
Receivables for:
- --------------------------------------------------------
Dividends and interest 1,441
- --------------------------------------------------------
Investment for deferred compensation
plan 1,207
- --------------------------------------------------------
Due from advisor 10,800
- --------------------------------------------------------
Other assets 6,374
- --------------------------------------------------------
Total assets 1,177,764
- --------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 14,373
- --------------------------------------------------------
Deferred compensation 1,207
- --------------------------------------------------------
Accrued administrative services fees 4,247
- --------------------------------------------------------
Accrued distribution fees 322
- --------------------------------------------------------
Accrued transfer agent fees 32
- --------------------------------------------------------
Accrued operating expenses 4,476
- --------------------------------------------------------
Total liabilities 24,657
- --------------------------------------------------------
NET ASSETS APPLICABLE TO SHARES
OUTSTANDING $ 1,153,107
========================================================
NET ASSETS:
Class A $ 1,153,107
========================================================
CAPITAL STOCK, $0.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 122,735
========================================================
Class A:
Net asset value and redemption price per
share $ 9.40
- --------------------------------------------------------
Offering price per share:
(Net asset value of $9.40 divided
by 94.50%) $ 9.95
========================================================
</TABLE>
STATEMENT OF OPERATIONS
For the period June 30, 1999 (date operations commenced) through October 31,
1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends $ 5,355
- -------------------------------------------------------
Interest 2,565
- -------------------------------------------------------
Total investment income 7,920
- -------------------------------------------------------
EXPENSES:
Advisory fees 2,279
- -------------------------------------------------------
Administrative services fees 16,849
- -------------------------------------------------------
Custodian fees 2,387
- -------------------------------------------------------
Directors' fees 1,608
- -------------------------------------------------------
Distribution fees -- Class A 1,330
- -------------------------------------------------------
Transfer agent fees -- Class A 155
- -------------------------------------------------------
Registration and filing fees 2,577
- -------------------------------------------------------
Printing fees 5,752
- -------------------------------------------------------
Professional fees 5,004
- -------------------------------------------------------
Other 115
- -------------------------------------------------------
Total expenses 38,056
- -------------------------------------------------------
Less: Fee waivers and reimbursement (33,310)
- -------------------------------------------------------
Expenses paid indirectly (134)
- -------------------------------------------------------
Net expenses 4,612
- -------------------------------------------------------
Net investment income 3,308
- -------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENT SECURITIES AND FUTURES CONTRACTS:
Net realized gain (loss) from:
Investment securities 10,947
- -------------------------------------------------------
Futures contracts (2,451)
- -------------------------------------------------------
8,496
- -------------------------------------------------------
Change in net unrealized appreciation
(depreciation) of:
Investment securities (85,073)
- -------------------------------------------------------
Net gain (loss) from investment
securities and futures contracts (76,577)
- -------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations $(73,269)
=======================================================
</TABLE>
See Notes to Financial Statements.
FS-68
<PAGE> 174
STATEMENT OF CHANGES IN NET ASSETS
For the period June 30, 1999 (date operations commenced) through October 31,
1999
<TABLE>
<CAPTION>
OCTOBER 31,
1999
-----------
<S> <C>
OPERATIONS:
Net investment income $ 3,308
- -------------------------------------------------------------------------
Net realized gain from investment securities and futures
contracts 8,496
- -------------------------------------------------------------------------
Change in net unrealized appreciation (depreciation) of
investment securities and futures contracts (85,073)
- -------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations (73,269)
- -------------------------------------------------------------------------
Share transactions-net:
Class A 1,226,376
- -------------------------------------------------------------------------
Net increase in net assets 1,153,107
- -------------------------------------------------------------------------
NET ASSETS:
Beginning of period --
- -------------------------------------------------------------------------
End of period $1,153,107
=========================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $1,222,360
- -------------------------------------------------------------------------
Undistributed net investment income 7,324
- -------------------------------------------------------------------------
Undistributed net realized gain from investment securities
and futures contracts 8,496
- -------------------------------------------------------------------------
Unrealized appreciation (depreciation) of investment
securities and futures contracts (85,073)
- -------------------------------------------------------------------------
$1,153,107
=========================================================================
</TABLE>
See Notes to Financial Statements.
FS-69
<PAGE> 175
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Large Cap Basic Value Fund (the "Fund") is a series portfolio of AIM Equity
Funds, Inc. (the "Company"). The Company is a Maryland corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end series management investment company consisting of ten separate
portfolios. The Fund currently consists of three different classes of shares:
Class A shares, Class B shares and Class C shares. Class A shares are sold with
a front-end sales charge and are currently available only to employees of A I M
Management Group, Inc., AMVESCAP PLC and their affiliates, to any current or
retired officer, director or trustee of The AIM Family of Funds and to residents
of Texas. Class B shares and Class C shares will be sold with a contingent
deferred sales charge. Matters affecting each portfolio or class will be voted
on exclusively by the shareholders of such portfolio or class. The assets,
liabilities and operations of each portfolio are accounted for separately.
Information presented in these financial statements pertains only to the Fund.
The Fund's investment objective is long-term growth of capital with a secondary
objective of current income.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular
day, the security is valued at the closing bid price on that day. Each
security reported on the NASDAQ National Market System is valued at the
last sales price on the valuation date or absent a last sales price, at the
closing bid price. Debt obligations (including convertible bonds) are
valued on the basis of prices provided by an independent pricing service.
Prices provided by the pricing service may be determined without exclusive
reliance on quoted prices, and may reflect appropriate factors such as
yield, type of issue, coupon rate and maturity date. Securities for which
market prices are not provided by any of the above methods are valued based
upon quotes furnished by independent sources and are valued at the last bid
price in the case of equity securities and in the case of debt obligations,
the mean between the last bid and asked prices. Securities for which market
quotations are not readily available or are questionable are valued at fair
value as determined in good faith by or under the supervision of the
Company's officers in a manner specifically authorized by the Board of
Directors of the Company. Short-term obligations having 60 days or less to
maturity are valued at amortized cost which approximates market value. For
purposes of determining net asset value per share, futures and options
contracts generally will be valued 15 minutes after the close of trading of
the New York Stock Exchange ("NYSE").
Generally, trading in foreign securities is substantially completed each
day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the NYSE
which would not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair
value as determined in good faith by or under the supervision of the Board
of Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date.
On October 31, 1999, undistributed net investment income was increased by
$4,016 and paid-in capital decreased by $4,016 as a result of nondeductible
expense reclassifications in order to comply with the requirements of the
American Institute of Certified Public Accountants Statement of Position
93-2. Net assets of the Fund were unaffected by the reclassification
discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements.
D. Futures Contracts -- The Fund may purchase or sell futures contracts as a
hedge against changes in market conditions. Initial margin deposits
required upon entering into futures contracts are satisfied by the
segregation of specific securities as collateral for the account of the
broker (the Fund's agent in acquiring the futures position). During the
period the futures contracts are open, changes in the value of the
contracts are recognized as unrealized gains or losses by "marking to
FS-70
<PAGE> 176
market" on a daily basis to reflect the market value of the contracts at
the end of each day's trading. Variation margin payments are made or
received depending upon whether unrealized gains or losses are incurred.
When the contracts are closed, the Fund recognizes a realized gain or loss
equal to the difference between the proceeds from, or cost of, the closing
transaction and the Fund's basis in the contract. Risks include the
possibility of an illiquid market and that a change in value of the
contracts may not correlate with changes in the value of the securities
being hedged.
E. Expenses -- Distribution expenses and transfer agency expenses directly
attributable to a class of shares are charged to that class' operations.
All other expenses which are attributable to more than one class are
allocated among the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.60% of
the first $1 billion of the Fund's average daily net assets, plus 0.575% over $1
billion to and including $2 billion of the Fund's average daily net assets and
0.55% of the Fund's average daily net assets over $2 billion. During the period
June 30, 1999 (date operations commenced) through October 31, 1999, AIM waived
fees of $2,279 and reimbursed expenses of $31,031.
The Fund, pursuant to a master administrative services agreement with AIM, has
agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the period June 30, 1999 (date
operations commenced) through October 31, 1999, AIM was paid $16,849 for such
services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the period June 30, 1999 (date
operations commenced) through October 31, 1999, AFS was paid $76 for such
services.
The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares of the Fund. The Company has adopted a plan
pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A
shares, Class B shares and Class C shares (collectively the "Plans"). The Fund,
pursuant to the Plans, pays AIM Distributors compensation at the annual rate of
0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the
average daily net assets of Class B and C shares. Of these amounts, the Fund may
pay a service fee of 0.25% of the average daily net assets of the Class A, Class
B or Class C shares to selected dealers and financial institutions who furnish
continuing personal shareholder services to their customers who purchase and own
the appropriate class of shares of the Fund. Any amounts not paid as a service
fee under the Plans would constitute an asset-based sales charge. The Plans also
impose a cap on the total sales charges, including asset-based sales charges
that may be paid by the respective classes. During the period June 30, 1999
(date operations commenced) through October 31, 1999, the Class A shares paid
AIM Distributors $1,330 as compensation under the Plans.
During the period June 30, 1999 (date operations commenced) through October
31, 1999, the Fund paid legal fees of $951 for services rendered by Kramer,
Levin, Naftalis & Frankel LLP as counsel to the Company's directors. A member of
that firm is a director of the Company.
NOTE 3-INDIRECT EXPENSES
During the period June 30, 1999 (date operations commenced) through October 31,
1999, the Fund received reductions in transfer agency fees from AFS (an
affiliate of AIM) and reductions in custodian fees of $3 and $131, respectively,
under expense offset arrangements. The effect of the above arrangements resulted
in a reduction of the Fund's total expenses of $134 during the period June 30,
1999 (date operations commenced) through October 31, 1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the period
June 30, 1999 (date operations commenced) through October 31, 1999, the Fund did
not borrow under the line of credit agreement. The funds which are party to the
line of credit are charged a commitment fee of 0.09% on the unused balance of
the committed line. The commitment fee is allocated among the funds based on
their respective average net assets for the period.
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the period June 30, 1999 (date operations
commenced) through October 31, 1999 was $1,209,659 and $94,251, respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of
investment securities $ 49,862
- --------------------------------------------------------
Aggregate unrealized (depreciation) of
investment securities (138,464)
- --------------------------------------------------------
Net unrealized depreciation of investment
securities $ (88,602)
========================================================
</TABLE>
Cost of investments for tax purposes is $1,245,888.
FS-71
<PAGE> 177
NOTE 7-CAPITAL STOCK
Changes in capital stock outstanding during the period June 30, 1999 (date
operations commenced) through October 31, 1999 were as follows:
<TABLE>
<CAPTION>
OCTOBER 31, 1999
--------------------
SHARES AMOUNT
------- ----------
<S> <C> <C>
Sold:
Class A 125,927 $1,256,078
- ----------------------------------------------------------------------------------
Reacquired:
Class A (3,192) (29,702)
- ----------------------------------------------------------------------------------
122,735 $1,226,376
==================================================================================
</TABLE>
NOTE 8-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A capital stock
outstanding during the period June 30, 1999 (date operations commenced) through
October 31, 1999.
<TABLE>
<CAPTION>
CLASS A
-----------
OCTOBER 31,
1999
-----------
<S> <C>
Net asset value, beginning of period $10.00
- ------------------------------------------------------------ ------
Income from investment operations:
Net investment income 0.03
- ------------------------------------------------------------ ------
Net gains (losses) on securities (both realized and
unrealized) (0.63)
- ------------------------------------------------------------ ------
Total from investment operations (0.60)
- ------------------------------------------------------------ ------
Net asset value, end of period $ 9.40
============================================================ ======
Total return(a) (6.00)%
============================================================ ======
Ratios/supplemental data:
Net assets, end of period (000s omitted) $1,153
============================================================ ======
Ratio of expenses to average net assets(b) 1.25%
============================================================ ======
Ratio of net investment income to average net assets(d) 0.87%
============================================================ ======
Portfolio turnover rate 10%
============================================================ ======
</TABLE>
(a) Does not deduct sales charges and is not annualized for periods less than
one year.
(b) After fee waivers and/or expense reimbursements. Ratio of expenses to
average net assets prior to fee waivers and/or expense reimbursements was
10.02% (annualized).
(c) Ratios are annualized and based on average net assets of $1,127,371.
(d) After fee waivers and/or expense reimbursements. Ratio of net investment
income to average net assets prior to fee waivers and/or expense
reimbursements was (7.90)% (annualized).
FS-72
<PAGE> 178
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We have audited the accompanying statement of assets and
liabilities of AIM Large Cap Growth Fund (a portfolio of
AIM Equity Funds, Inc.), including the schedule of
investments, as of October 31, 1999, the related
statement of operations, the statement of changes in net
assets, and financial highlights for the period March 1,
1999 (date operations commenced) through October 31,
1999. These financial statements and financial highlights
are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these
financial statements and financial highlights based on
our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all
material respects, the financial position of AIM Large
Cap Growth Fund as of October 31, 1999, the results of
its operations, the changes in its net assets and the
financial highlights for the period March 1, 1999 (date
operations commenced) through October 31, 1999 in
conformity with generally accepted accounting principles.
/s/KPMG LLP
-----------
KPMG LLP
December 3, 1999
Houston, Texas
FS-73
<PAGE> 179
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS & OTHER EQUITY
INTERESTS-84.06%
BEVERAGES (NON-ALCOHOLIC)-0.52%
Coca-Cola Co. (The) 1,230 $ 72,570
- -------------------------------------------------------------
BIOTECHNOLOGY-0.92%
Amgen, Inc.(a) 1,600 127,600
- -------------------------------------------------------------
BROADCASTING (TELEVISION, RADIO &
CABLE)-6.76%
AT&T Corp.-Liberty Media Group-Class
A(a) 2,600 103,187
- -------------------------------------------------------------
Cablevision Systems Corp.-Class A(a) 5,000 337,812
- -------------------------------------------------------------
Clear Channel Communications, Inc.(a) 1,980 159,142
- -------------------------------------------------------------
Comcast Corp.-Class A 5,300 223,262
- -------------------------------------------------------------
Infinity Broadcasting Corp.-Class A(a) 3,300 114,056
- -------------------------------------------------------------
937,459
- -------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-3.90%
JDS Uniphase Corp.(a) 400 66,750
- -------------------------------------------------------------
Lucent Technologies Inc. 1,960 125,930
- -------------------------------------------------------------
Motorola, Inc. 2,200 214,362
- -------------------------------------------------------------
QUALCOMM, Inc.(a) 600 133,650
- -------------------------------------------------------------
540,692
- -------------------------------------------------------------
COMPUTERS (HARDWARE)-4.71%
Dell Computer Corp.(a) 3,600 144,450
- -------------------------------------------------------------
Gateway, Inc.(a) 2,100 138,731
- -------------------------------------------------------------
International Business Machines Corp. 1,500 147,562
- -------------------------------------------------------------
Sun Microsystems, Inc.(a) 2,100 222,206
- -------------------------------------------------------------
652,949
- -------------------------------------------------------------
COMPUTERS (NETWORKING)-2.78%
Cisco Systems, Inc.(a) 5,200 384,800
- -------------------------------------------------------------
COMPUTERS (PERIPHERALS)-1.50%
EMC Corp.(a) 2,000 146,000
- -------------------------------------------------------------
Lexmark International Group,
Inc.-Class A(a) 800 62,450
- -------------------------------------------------------------
208,450
- -------------------------------------------------------------
COMPUTERS (SOFTWARE & SERVICES)-13.30%
America Online, Inc.(a) 2,000 259,375
- -------------------------------------------------------------
Intuit, Inc.(a) 2,100 61,163
- -------------------------------------------------------------
Microsoft Corp.(a) 8,400 777,525
- -------------------------------------------------------------
Oracle Corp.(a) 4,000 190,250
- -------------------------------------------------------------
Siebel Systems, Inc.(a) 1,500 164,719
- -------------------------------------------------------------
Unisys Corp.(a) 2,800 67,900
- -------------------------------------------------------------
VERITAS Software Corp.(a) 2,000 215,750
- -------------------------------------------------------------
Yahoo! Inc.(a) 600 107,438
- -------------------------------------------------------------
1,844,120
- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
CONSUMER FINANCE-1.02%
Providian Financial Corp. 1,300 $ 141,700
- -------------------------------------------------------------
ELECTRICAL EQUIPMENT-3.91%
General Electric Co. 4,000 542,250
- -------------------------------------------------------------
ELECTRONICS (SEMICONDUCTORS)-4.26%
Intel Corp. 2,300 178,106
- -------------------------------------------------------------
Linear Technology Corp. 1,100 76,931
- -------------------------------------------------------------
LSI Logic Corp.(a) 1,000 53,188
- -------------------------------------------------------------
Texas Instruments, Inc. 2,100 188,475
- -------------------------------------------------------------
Xilinx, Inc.(a) 1,200 94,350
- -------------------------------------------------------------
591,050
- -------------------------------------------------------------
EQUIPMENT (SEMICONDUCTOR)-0.76%
Applied Materials, Inc.(a) 550 49,397
- -------------------------------------------------------------
Teradyne, Inc.(a) 1,470 56,595
- -------------------------------------------------------------
105,992
- -------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-4.03%
American Express Co. 1,000 154,000
- -------------------------------------------------------------
Freddie Mac 7,500 405,469
- -------------------------------------------------------------
559,469
- -------------------------------------------------------------
FOOTWEAR-0.41%
Nike, Inc.-Class B 1,000 56,438
- -------------------------------------------------------------
HEALTH CARE (DIVERSIFIED)-8.34%
American Home Products Corp. 2,000 104,500
- -------------------------------------------------------------
Bristol-Myers Squibb Co. 4,500 345,656
- -------------------------------------------------------------
Johnson & Johnson 4,000 419,000
- -------------------------------------------------------------
Warner-Lambert Co. 3,600 287,325
- -------------------------------------------------------------
1,156,481
- -------------------------------------------------------------
HEALTH CARE (DRUGS-MAJOR
PHARMACEUTICALS)-3.83%
Merck & Co., Inc. 900 71,606
- -------------------------------------------------------------
Pfizer, Inc. 7,400 292,300
- -------------------------------------------------------------
Pharmacia & Upjohn, Inc. 1,000 53,938
- -------------------------------------------------------------
Schering-Plough Corp. 2,300 113,850
- -------------------------------------------------------------
531,694
- -------------------------------------------------------------
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-4.38%
Guidant Corp. 8,800 434,500
- -------------------------------------------------------------
Medtronic, Inc. 5,000 173,125
- -------------------------------------------------------------
607,625
- -------------------------------------------------------------
HOUSEHOLD PRODUCTS (NON-DURABLES)-1.29%
Procter & Gamble, Co. (The) 1,700 178,288
- -------------------------------------------------------------
</TABLE>
FS-74
<PAGE> 180
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
INSURANCE (MULTI-LINE)-3.19%
American International Group, Inc. 4,300 $ 442,631
- -------------------------------------------------------------
LODGING (HOTELS)-0.80%
Carnival Corp. 2,500 111,250
- -------------------------------------------------------------
MANUFACTURING (DIVERSIFIED)-2.65%
AlliedSignal, Inc. 1,100 62,631
- -------------------------------------------------------------
Tyco International Ltd. 4,600 183,713
- -------------------------------------------------------------
United Technologies Corp. 2,000 121,000
- -------------------------------------------------------------
367,344
- -------------------------------------------------------------
NATURAL GAS-0.66%
Enron Corp. 2,300 91,856
- -------------------------------------------------------------
POWER PRODUCERS (INDEPENDENT)-0.37%
AES Corp.(a) 900 50,794
- -------------------------------------------------------------
RETAIL (BUILDING SUPPLIES)-2.41%
Home Depot, Inc. (The) 2,675 201,963
- -------------------------------------------------------------
Lowe's Companies, Inc. 2,400 132,000
- -------------------------------------------------------------
333,963
- -------------------------------------------------------------
RETAIL (COMPUTERS & ELECTRONICS)-0.56%
Best Buy Co., Inc.(a) 1,400 77,788
- -------------------------------------------------------------
RETAIL (GENERAL MERCHANDISE)-3.00%
Dayton Hudson Corp. 3,200 206,800
- -------------------------------------------------------------
Wal-Mart Stores, Inc. 3,700 209,744
- -------------------------------------------------------------
416,544
- -------------------------------------------------------------
RETAIL (SPECIALTY-APPAREL)-0.43%
Gap, Inc. (The) 1,600 59,400
- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
SERVICES (ADVERTISING/MARKETING)-1.08%
Omnicom Group, Inc. 1,700 $ 149,600
- -------------------------------------------------------------
TELECOMMUNICATIONS (LONG DISTANCE)-2.29%
MCI WorldCom, Inc.(a) 3,700 317,506
- -------------------------------------------------------------
Total Common Stocks & Other
Equity Interests (Cost
$10,450,007) 11,658,303
- -------------------------------------------------------------
FOREIGN STOCKS-5.21%
CANADA-0.63%
Nortel Networks Corp. (Communications
Equipment) 1,400 86,712
- -------------------------------------------------------------
FINLAND-4.58%
Nokia Oyj-ADR (Communications
Equipment) 5,500 635,594
- -------------------------------------------------------------
Total Foreign Stocks (Cost
$481,940) 722,306
- -------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
<S> <C> <C>
U.S. TREASURY SECURITIES-0.11%
U.S. TREASURY BILLS-0.11%(B)
4.748%, 12/23/99 (Cost $14,896) $ 15,000(c) 14,896
- --------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES
<S> <C> <C>
MONEY MARKET FUNDS-11.88%
STIC Liquid Assets Portfolio(d) 824,288 824,288
- -------------------------------------------------------------
STIC Prime Portfolio(d) 824,288 824,288
- -------------------------------------------------------------
Total Money Market Funds (Cost
$1,648,576) 1,648,576
- -------------------------------------------------------------
TOTAL INVESTMENTS-101.26% 14,044,081
- -------------------------------------------------------------
LIABILITIES LESS OTHER ASSETS-(1.26%) (174,655)
- -------------------------------------------------------------
NET ASSETS-100.00% $13,869,426
=============================================================
</TABLE>
Investment Abbreviation:
ADR - American Depositary Receipt
Notes to Schedule of Investments:
(a) Non-income producing security.
(b) U.S. Treasury bills are traded on a discount basis. In such cases the
interest rate shown represents the rate of discount paid or received at the
time of purchase by the Fund.
(c) A portion of the principal balance was pledged as collateral to cover margin
requirements for open futures contract. See Note 7.
(d) The security shares the same investment advisor as the Fund.
See Notes to Financial Statements.
FS-75
<PAGE> 181
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$12,595,419) $14,044,081
- --------------------------------------------------------
Receivables for:
Capital stock sold 92,779
- --------------------------------------------------------
Dividends and interest 4,890
- --------------------------------------------------------
Investments sold 68,958
- --------------------------------------------------------
Variation margin 3,900
- --------------------------------------------------------
Investment for deferred compensation plan 4,098
- --------------------------------------------------------
Other assets 30,258
- --------------------------------------------------------
Total assets 14,248,964
- --------------------------------------------------------
LIABILITIES:
Payables for:
Capital stock acquired 160,389
- --------------------------------------------------------
Investments purchased 160,022
- --------------------------------------------------------
Deferred compensation plan 4,098
- --------------------------------------------------------
Accrued advisory fees 10,176
- --------------------------------------------------------
Accrued administrative services fees 4,247
- --------------------------------------------------------
Accrued directors' fees 580
- --------------------------------------------------------
Accrued distribution fees 7,598
- --------------------------------------------------------
Accrued transfer agent fees 2,232
- --------------------------------------------------------
Accrued operating expenses 30,196
- --------------------------------------------------------
Total liabilities 379,538
- --------------------------------------------------------
Net assets applicable to shares outstanding $13,869,426
========================================================
NET ASSETS:
Class A $ 7,785,199
========================================================
Class B $ 5,183,176
========================================================
Class C $ 901,051
========================================================
CAPITAL STOCK, $0.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 689,363
========================================================
Class B:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 460,761
========================================================
Class C:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 80,064
========================================================
Class A:
Net asset value and redemption price per
share $ 11.29
- --------------------------------------------------------
Offering price per share:
(Net asset value of $11.29 / 94.50%) $ 11.95
========================================================
Class B:
Net asset value and offering price per
share $ 11.25
========================================================
Class C:
Net asset value and offering price per
share $ 11.25
========================================================
</TABLE>
STATEMENT OF OPERATIONS
For the period March 1, 1999 (date operations commenced) through October 31,
1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $116 foreign withholding
tax) $ 23,063
- --------------------------------------------------------
Interest 29,637
- --------------------------------------------------------
Total investment income 52,700
- --------------------------------------------------------
EXPENSES:
Advisory fees 42,255
- --------------------------------------------------------
Administrative services fees 29,197
- --------------------------------------------------------
Custodian fees 7,781
- --------------------------------------------------------
Directors' fees 6,085
- --------------------------------------------------------
Distribution fees -- Class A 13,159
- --------------------------------------------------------
Distribution fees -- Class B 16,134
- --------------------------------------------------------
Distribution fees -- Class C 2,610
- --------------------------------------------------------
Transfer agent fees -- Class A 5,220
- --------------------------------------------------------
Transfer agent fees -- Class B 2,113
- --------------------------------------------------------
Transfer agent fees -- Class C 342
- --------------------------------------------------------
Registration and filing fees 45,848
- --------------------------------------------------------
Professional fees 24,335
- --------------------------------------------------------
Other 23,014
- --------------------------------------------------------
Total expenses 218,093
- --------------------------------------------------------
Less: Fee waivers and reimbursement (118,380)
- --------------------------------------------------------
Expenses paid indirectly (203)
- --------------------------------------------------------
Net expenses 99,510
- --------------------------------------------------------
Net investment income (loss) (46,810)
- --------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENT SECURITIES AND FUTURES
CONTRACTS:
Net realized gain (loss) from:
Investment securities (425,297)
- --------------------------------------------------------
Futures contracts (4,655)
- --------------------------------------------------------
(429,952)
- --------------------------------------------------------
Change in net unrealized appreciation of:
Investment securities 1,448,662
- --------------------------------------------------------
Futures contracts 5,475
- --------------------------------------------------------
1,454,137
- --------------------------------------------------------
Net gain from investment securities
and futures contracts 1,024,185
- --------------------------------------------------------
Net increase in net assets resulting from
operations $ 977,375
========================================================
</TABLE>
See Notes to Financial Statements.
FS-76
<PAGE> 182
STATEMENT OF CHANGES IN NET ASSETS
For the period March 1, 1999 (date operations commenced) through October 31,
1999
<TABLE>
<CAPTION>
OCTOBER 31,
1999
-----------
<S> <C>
OPERATIONS:
Net investment income (loss) $ (46,810)
- -------------------------------------------------------------------------
Net realized gain (loss) from investment securities and
futures contracts (429,952)
- -------------------------------------------------------------------------
Change in net unrealized appreciation of investment
securities and futures contracts 1,454,137
- -------------------------------------------------------------------------
Net increase in net assets resulting from operations 977,375
- -------------------------------------------------------------------------
Share transactions-net:
Class A 7,163,788
- -------------------------------------------------------------------------
Class B 4,882,266
- -------------------------------------------------------------------------
Class C 845,997
- -------------------------------------------------------------------------
Net increase in net assets 13,869,426
- -------------------------------------------------------------------------
NET ASSETS:
Beginning of period --
- -------------------------------------------------------------------------
End of period $13,869,426
=========================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $12,880,971
- -------------------------------------------------------------------------
Undistributed net investment income (loss) (35,730)
- -------------------------------------------------------------------------
Undistributed net realized gain (loss) from investment
securities and futures contracts (429,952)
- -------------------------------------------------------------------------
Unrealized appreciation of investment securities and
futures contracts 1,454,137
- -------------------------------------------------------------------------
$13,869,426
=========================================================================
</TABLE>
See Notes to Financial Statements.
FS-77
<PAGE> 183
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Large Cap Growth Fund (the "Fund") is a series portfolio of AIM Equity
Funds, Inc. (the "Company"). The Company is a Maryland corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end series management investment company consisting of ten separate
portfolios. The Fund currently offers three different classes of shares: Class A
shares, Class B shares and Class C shares. Class A shares are sold with a
front-end sales charge. Class B shares and Class C shares are sold with a
contingent deferred sales charge. Matters affecting each portfolio or class will
be voted on exclusively by the shareholders of such portfolio or class. The
assets, liabilities and operations of each portfolio are accounted for
separately. Information presented in these financial statements pertains only to
the Fund. The Fund's investment objective is long-term growth of capital.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
following is a summary of the significant accounting policies followed by the
Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular day,
the security is valued at the closing bid price on that day. Each security
reported on the NASDAQ National Market System is valued at the last sales
price on the valuation date or absent a last sales price, at the closing bid
price. Debt obligations (including convertible bonds) are valued on the basis
of prices provided by an independent pricing service. Prices provided by the
pricing service may be determined without exclusive reliance on quoted
prices, and may reflect appropriate factors such as yield, type of issue,
coupon rate and maturity date. Securities for which market prices are not
provided by any of the above methods are valued based upon quotes furnished
by independent sources and are valued at the last bid price in the case of
equity securities and in the case of debt obligations, the mean between the
last bid and asked prices. Securities for which market quotations are not
readily available or are questionable are valued at fair value as determined
in good faith by or under the supervision of the Company's officers in a
manner specifically authorized by the Board of Directors of the Company.
Short-term obligations having 60 days or less to maturity are valued at
amortized cost which approximates market value. For purposes of determining
net asset value per share, futures and options contracts generally will be
valued 15 minutes after the close of trading of the New York Stock Exchange
("NYSE").
Generally, trading in foreign securities is substantially completed each
day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the NYSE
which would not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair value
as determined in good faith by or under the supervision of the Board of
Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date.
On October 31, 1999, undistributed net investment income was increased by
$11,080 and paid-in capital decreased by $11,080 as a result of nondeductible
expense reclassifications in order to comply with the requirements of the
American Institute of Certified Public Accountants Statement of Position
93-2. Net assets of the Fund were unaffected by the reclassification
discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income taxes
is recorded in the financial statements. The Fund has a capital loss
carryforward of $380,100 as of October 31, 1999 which may be carried forward
to offset future taxable gains, if any, which expires, if not previously
utilized, in the year 2007.
D. Futures Contracts -- The Fund may purchase or sell futures contracts as a
hedge against changes in market conditions. Initial margin deposits required
upon entering into futures contracts are satisfied by the segregation of
specific securities as collateral for the account of the broker (the Fund's
agent in acquiring the futures position). During the period the futures
contracts are open, changes in the value of the contracts are recognized as
unrealized gains or losses by "marking to market" on a daily basis to reflect
the market value of the
FS-78
<PAGE> 184
contracts at the end of each day's trading. Variation margin payments are
made or received depending upon whether unrealized gains or losses are
incurred. When the contracts are closed, the Fund recognizes a realized gain
or loss equal to the difference between the proceeds from, or cost of, the
closing transaction and the Fund's basis in the contract. Risks include the
possibility of an illiquid market and that a change in value of the contracts
may not correlate with changes in the value of the securities being hedged.
E. Expenses -- Distribution expenses and transfer agency
expenses directly attributable to a class of shares are charged to that
class' operations. All other expenses which are attributable to more than one
class are allocated among the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.75% of
the first $1 billion of the Fund's average daily net assets, plus 0.70% over $1
billion to and including $2 billion of the Fund's average daily net assets and
0.625% of the Fund's average daily net assets over $2 billion. During the period
March 1, 1999 (date operations commenced) through October 31, 1999, AIM waived
fees of $32,079 and reimbursed expenses of $86,301.
The Fund, pursuant to a master administrative services agreement with AIM, has
agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the period March 1, 1999 (date
operations commenced) through October 31, 1999, AIM was paid $29,197 for such
services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the period March 1, 1999 (date
operations commenced) through October 31, 1999, AFS was paid $2,310 for such
services.
The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares of the Fund. The Company has adopted a plan
pursuant to Rule 12b-1 under the 1940 Act with respect to the Fund's Class A
shares, Class B shares and Class C shares (collectively the "Plans"). The Fund ,
pursuant to the Plans, pays AIM Distributors compensation at the annual rate of
0.35% of the Fund's average daily net assets of Class A shares and 1.00% of the
average daily net assets of Class B and C shares. Of these amounts, the Fund may
pay a service fee of 0.25% of the average daily net assets of the Class A, Class
B or Class C shares to selected dealers and financial institutions who furnish
continuing personal shareholder services to their customers who purchase and own
the appropriate class of shares of the Fund. Any amounts not paid as a service
fee under the Plans would constitute an asset-based sales charge. The Plans also
impose a cap on the total sales charges, including asset-based sales charges
that may be paid by the respective classes. During the period March 1, 1999
(date operations commenced) through October 31, 1999, the Class A, Class B and
Class C shares paid AIM Distributors $13,159, $16,134 and 2,610, respectively,
as compensation under the Plans.
AIM Distributors received commissions of $12,562 from sales of the Class A
shares of the Fund during the period March 1, 1999 (date operations commenced)
through October 31, 1999. Such commissions are not an expense of the Fund. They
are deducted from, and are not included in, the proceeds from sales of Class A
shares. During the period March 1, 1999 (date operations commenced) through
October 31, 1999, AIM Distributors received $373 in contingent deferred sales
charges imposed on redemptions of Fund shares. Certain officers and directors of
the Company are officers and directors of AIM, AFS and AIM Distributors.
During the period March 1, 1999 (date operations commenced) through October
31, 1999, the Fund paid legal fees of $2,211 for services rendered by Kramer,
Levin, Naftalis & Frankel LLP as counsel to the Company's directors. A member of
that firm is a director of the Company.
NOTE 3-INDIRECT EXPENSES
During the period March 1, 1999 (date operations commenced) through October 31,
1999, the Fund received reductions in transfer agency fees from AFS (an
affiliate of AIM) and reductions in custodian fees of $55 and $148,
respectively, under expense offset arrangements. The effect of the above
arrangements resulted in a reduction of the Fund's total expenses of $203 during
the period March 1, 1999 (date operations commenced) through October 31, 1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the period
March 1, 1999 (date operations commenced) through October 31, 1999, the Fund did
not borrow under the line of credit agreement. The funds which are party to the
line of credit are charged a commitment fee of 0.09% on the unused balance of
the committed line. The commitment fee is allocated among the funds based on
their respective average net assets for the period.
FS-79
<PAGE> 185
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the period March 1, 1999 (date operations
commenced) through October 31, 1999 was $12,918,797 and $1,561,062,
respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of investment securities $1,703,186
- ------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities (298,900)
- ------------------------------------------------------------------------
Net unrealized appreciation of investment securities $1,404,286
========================================================================
</TABLE>
Cost of investments for tax purposes is $12,639,795
NOTE 7-FUTURES CONTRACTS
On October 31, 1999, $15,000 principal amount of U.S. Treasury obligations were
pledged as collateral to cover margin requirements for open futures contracts.
Open futures contracts were as follows:
<TABLE>
<CAPTION>
NO. OF MONTH/ UNREALIZED
CONTRACT CONTRACTS COMMITMENT APPRECIATION
- ------------------------------------------------------------ --------- ---------- ------------
<S> <C> <C> <C>
E-mini S & P 500 Index 3 Dec. 99 $5,475
============================================================ ========= ========== ============
</TABLE>
NOTE 8-CAPITAL STOCK
Changes in capital stock outstanding during the period March 1, 1999 (date
operations commenced) through October 31, 1999 were as follows:
<TABLE>
<CAPTION>
1999
-----------------------
SHARES AMOUNT
--------- -----------
<S> <C> <C>
Sold:
Class A 788,751 $ 8,217,840
- -------------------------------------------------------------------------------------
Class B 577,653 6,130,128
- -------------------------------------------------------------------------------------
Class C 85,761 907,295
- -------------------------------------------------------------------------------------
Issued as reinvestment of dividends:
Reacquired:
Class A (99,388) (1,054,052)
- -------------------------------------------------------------------------------------
Class B (116,892) (1,247,862)
- -------------------------------------------------------------------------------------
Class C (5,697) (61,298)
- -------------------------------------------------------------------------------------
1,230,188 $12,892,051
=====================================================================================
</TABLE>
FS-80
<PAGE> 186
NOTE 9-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A capital stock
outstanding during the period March 1, 1999 (date operations commenced) through
October 31, 1999, and for a share of Class B and Class C outstanding during the
period April 5, 1999 (date sales commenced) through October 31, 1999.
<TABLE>
<CAPTION>
CLASS A
-------
1999
-------
<S> <C>
Net asset value, beginning of period $10.00
- ------------------------------------------------------------ ------
Income from investment operations:
Net investment income (loss) (0.04)
- ------------------------------------------------------------ ------
Net gains on securities (both realized and unrealized) 1.33
- ------------------------------------------------------------ ------
Total from investment operations 1.29
- ------------------------------------------------------------ ------
Net asset value, end of period $11.29
============================================================ ======
Total return(a) 13.70%
============================================================ ======
Ratios/supplement data:
Net assets, end of period (000s omitted) $7,785
============================================================ ======
Ratio of expenses to average net assets(b) 1.53%(c)
============================================================ ======
Ratio of net investment income to average net assets(d) (0.59)%(c)
============================================================ ======
Portfolio turnover rate 21%
============================================================ ======
</TABLE>
(a) Does not deduct sales charges and is not annualized for periods less than
one year.
(b) After fee waivers and/or expense reimbursements. Ratio of expenses to
average net assets prior to fee waivers and/or expense reimbursements was
3.63% (annualized).
(c) Ratios are annualized and based on average net assets of $5,601,043.
(d) After fee waivers and/or expense reimbursements. Ratio of net investment
income (loss) to average net assets prior to fee waivers and/or expense
reimbursements was (2.69)% (annualized).
<TABLE>
<CAPTION>
CLASS B CLASS C
------- -------
1999 1999
------- -------
<S> <C> <C>
Net asset value, beginning of period $11.02 $11.02
- ------------------------------------------------------------ ------ ------
Income from investment operations:
Net investment income (loss)(a) (0.08) (0.08)
- ------------------------------------------------------------ ------ ------
Net gains (losses) on securities (both realized and
unrealized) 0.31 0.31
- ------------------------------------------------------------ ------ ------
Total from investment operations 0.23 0.23
- ------------------------------------------------------------ ------ ------
Net asset value, end of period $11.25 $11.25
============================================================ ====== ======
Total return(b) 2.09% 2.09%
============================================================ ====== ======
Ratios/supplement data:
Net assets, end of period (000s omitted) $5,183 $ 901
============================================================ ====== ======
Ratio of expenses to average net assets(c) 2.23%(d) 2.23%(d)
============================================================ ====== ======
Ratio of net investment income (loss) to average net
assets(e) (1.29)%(d) (1.29)%(d)
============================================================ ====== ======
Portfolio turnover rate 21% 21%
============================================================ ====== ======
</TABLE>
(a) Calculated based upon the average shares outstanding during the period.
(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 reimbursement. Ratios of expenses to
average net assets prior to fee waivers and/or expense reimbursements were
4.33% (annualized) for Class B and 4.33% (annualized) for Class C.
(d) Ratios are annualized and based on average net assets of $2,804,277 and
$453,655 for Class B and Class C, respectively.
(e) 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 (3.39)% (annualized) for Class B and (3.39)%
(annualized) for Class C.
FS-81
<PAGE> 187
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We have audited the accompanying statement of assets and
liabilities of AIM Weingarten Fund (a portfolio of AIM
Equity Funds, Inc.), including the schedule of
investments, as of October 31, 1999, the related
statement of operations for the year then ended, the
statement of changes in net assets for each of the years
in the two-year period then ended, and financial
highlights for each of the years in the five-year period
then ended. These financial statements and financial
highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion
on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and
financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of
securities owned as of October 31, 1999, by
correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and
financial highlights referred to above present fairly, in
all material respects, the financial position of AIM
Weingarten Fund as of October 31, 1999, the results of
its operations for the year then ended, the changes in
its net assets for each of the years in the two-year
period then ended, and the financial highlights for each
of the years in the five-year period then ended in
conformity with generally accepted accounting principles.
/s/KPMG LLP
-----------
KPMG LLP
December 3, 1999
Houston, Texas
FS-82
<PAGE> 188
SCHEDULE OF INVESTMENTS
October 31, 1999
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
DOMESTIC COMMON STOCKS & OTHER
EQUITY INTERESTS-94.51%
BIOTECHNOLOGY-0.32%
Amgen, Inc.(a) 386,300 $ 30,807,425
- ---------------------------------------------------------------
BROADCASTING (TELEVISION, RADIO &
CABLE)-7.88%
AT&T Corp. - Liberty Media
Group-Class A(a) 3,300,000 130,968,750
- ---------------------------------------------------------------
Cablevision Systems Corp.-Class
A(a) 579,700 39,165,981
- ---------------------------------------------------------------
Clear Channel Communications,
Inc.(a) 2,000,000 160,750,000
- ---------------------------------------------------------------
Comcast Corp.-Class A 6,554,600 276,112,525
- ---------------------------------------------------------------
Cox Communications, Inc.-Class
A(a) 2,330,900 105,910,269
- ---------------------------------------------------------------
Infinity Broadcasting Corp.-Class
A(a) 1,274,500 44,049,906
- ---------------------------------------------------------------
756,957,431
- ---------------------------------------------------------------
COMMUNICATIONS EQUIPMENT-9.33%
General Instrument Corp.(a) 2,822,200 151,869,637
- ---------------------------------------------------------------
JDS Uniphase Corp.(a) 250,000 41,718,750
- ---------------------------------------------------------------
Lucent Technologies Inc. 2,500,000 160,625,000
- ---------------------------------------------------------------
Motorola, Inc. 1,100,000 107,181,250
- ---------------------------------------------------------------
Nokia Oyj-ADR (Finland) 1,000,000 115,562,500
- ---------------------------------------------------------------
Nortel Networks Corp. (Canada) 3,250,000 201,296,875
- ---------------------------------------------------------------
QUALCOMM, Inc.(a) 247,700 55,175,175
- ---------------------------------------------------------------
Tellabs, Inc.(a) 988,000 62,491,000
- ---------------------------------------------------------------
895,920,187
- ---------------------------------------------------------------
COMPUTERS (HARDWARE)-6.54%
Apple Computer, Inc.(a) 1,000,000 80,125,000
- ---------------------------------------------------------------
Gateway, Inc.(a) 3,600,000 237,825,000
- ---------------------------------------------------------------
International Business Machines
Corp. 1,000,000 98,375,000
- ---------------------------------------------------------------
Sun Microsystems, Inc.(a)(b) 2,000,000 211,625,000
- ---------------------------------------------------------------
627,950,000
- ---------------------------------------------------------------
COMPUTERS (NETWORKING)-2.22%
Cisco Systems, Inc.(a)(b) 2,879,800 213,105,200
- ---------------------------------------------------------------
COMPUTERS (PERIPHERALS)-1.66%
EMC Corp.(a)(b) 900,000 65,700,000
- ---------------------------------------------------------------
Lexmark International Group,
Inc.-Class A(a) 1,204,400 94,018,475
- ---------------------------------------------------------------
159,718,475
- ---------------------------------------------------------------
COMPUTERS (SOFTWARE & SERVICES)-13.02%
America Online, Inc.(a)(b) 2,000,000 259,375,000
- ---------------------------------------------------------------
BMC Software, Inc.(a) 634,800 40,746,225
- ---------------------------------------------------------------
Citrix Systems, Inc.(a) 1,581,700 101,426,512
- ---------------------------------------------------------------
Compuware Corp.(a)(b) 421,400 11,720,187
- ---------------------------------------------------------------
Intuit, Inc.(a) 1,198,200 34,897,575
- ---------------------------------------------------------------
Microsoft Corp.(a) 4,750,000 439,671,875
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMPUTERS (SOFTWARE & SERVICES)-(CONTINUED)
Oracle Corp.(a) 248,600 $ 11,824,037
- ---------------------------------------------------------------
Rational Software Corp.(a) 528,600 22,597,650
- ---------------------------------------------------------------
Unisys Corp.(a) 2,977,600 72,206,800
- ---------------------------------------------------------------
VERITAS Software Corp.(a)(b) 1,250,000 134,843,750
- ---------------------------------------------------------------
Yahoo! Inc.(a)(b) 675,000 120,867,188
- ---------------------------------------------------------------
1,250,176,799
- ---------------------------------------------------------------
ELECTRICAL EQUIPMENT-4.42%
General Electric Co. 1,000,000 135,562,500
- ---------------------------------------------------------------
Koninklijke (Royal) Philips
Electronics N.V.-ADR
(Netherlands) 506,000 52,592,375
- ---------------------------------------------------------------
Koninklijke (Royal) Philips
Electronics N.V. (Netherlands) 948,520 97,294,320
- ---------------------------------------------------------------
Sanmina Corp.(a)(b) 1,023,000 92,133,938
- ---------------------------------------------------------------
Symbol Technologies, Inc. 1,188,000 47,223,000
- ---------------------------------------------------------------
424,806,133
- ---------------------------------------------------------------
ELECTRONICS (INSTRUMENTATION)-0.44%
Waters Corp.(a) 800,000 42,500,000
- ---------------------------------------------------------------
ELECTRONICS (SEMICONDUCTORS)-5.88%
Analog Devices, Inc.(a) 1,300,000 69,062,500
- ---------------------------------------------------------------
Cypress Semiconductor Corp.(a) 2,500,000 63,906,250
- ---------------------------------------------------------------
Intel Corp.(b) 720,000 55,755,000
- ---------------------------------------------------------------
LSI Logic Corp.(a) 1,250,000 66,484,375
- ---------------------------------------------------------------
Texas Instruments, Inc. 1,700,000 152,575,000
- ---------------------------------------------------------------
Xilinx, Inc.(a) 2,000,000 157,250,000
- ---------------------------------------------------------------
565,033,125
- ---------------------------------------------------------------
ENTERTAINMENT-1.38%
Time Warner, Inc. 1,900,000 132,406,250
- ---------------------------------------------------------------
FINANCIAL (DIVERSIFIED)-4.96%
American Express Co. 700,000 107,800,000
- ---------------------------------------------------------------
Fannie Mae 2,263,900 160,170,925
- ---------------------------------------------------------------
Freddie Mac 3,859,600 208,659,625
- ---------------------------------------------------------------
476,630,550
- ---------------------------------------------------------------
HEALTH CARE (DIVERSIFIED)-7.95%
Bristol-Myers Squibb Co. 2,500,000 192,031,250
- ---------------------------------------------------------------
Johnson & Johnson 2,785,947 291,827,948
- ---------------------------------------------------------------
Warner-Lambert Co. 3,500,000 279,343,750
- ---------------------------------------------------------------
763,202,948
- ---------------------------------------------------------------
HEALTH CARE (DRUGS-MAJOR
PHARMACEUTICALS)-2.73%
Pfizer, Inc. 1,076,200 42,509,900
- ---------------------------------------------------------------
</TABLE>
FS-83
<PAGE> 189
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
HEALTH CARE (DRUGS-MAJOR
PHARMACEUTICALS)-(CONTINUED)
Pharmacia & Upjohn, Inc. 1,500,000 $ 80,906,250
- ---------------------------------------------------------------
Schering-Plough Corp. 2,795,700 138,387,150
- ---------------------------------------------------------------
261,803,300
- ---------------------------------------------------------------
HEALTH CARE (MEDICAL PRODUCTS &
SUPPLIES)-2.44%
Bausch & Lomb, Inc. 412,200 22,258,800
- ---------------------------------------------------------------
Guidant Corp. 4,297,100 212,169,313
- ---------------------------------------------------------------
234,428,113
- ---------------------------------------------------------------
INSURANCE (MULTI-LINE)-2.18%
American International Group,
Inc. 2,030,500 209,014,594
- ---------------------------------------------------------------
LODGING-HOTELS-2.05%
Carnival Corp. 2,318,800 103,186,600
- ---------------------------------------------------------------
Royal Caribbean Cruises Ltd. 1,762,300 93,512,044
- ---------------------------------------------------------------
196,698,644
- ---------------------------------------------------------------
MANUFACTURING (DIVERSIFIED)-2.50%
Tyco International Ltd. 6,000,000 239,625,000
- ---------------------------------------------------------------
NATURAL GAS-0.48%
Enron Corp. 1,150,000 45,928,125
- ---------------------------------------------------------------
RETAIL (BUILDING SUPPLIES)-4.10%
Home Depot, Inc. (The) 3,275,000 247,262,500
- ---------------------------------------------------------------
Lowe's Companies, Inc. 2,660,000 146,300,000
- ---------------------------------------------------------------
393,562,500
- ---------------------------------------------------------------
RETAIL (COMPUTERS & ELECTRONICS)-2.51%
Best Buy Co., Inc.(a) 1,340,000 74,453,750
- ---------------------------------------------------------------
Circuit City Stores-Circuit City
Group 1,700,000 72,568,750
- ---------------------------------------------------------------
Tandy Corp. 1,500,000 94,406,250
- ---------------------------------------------------------------
241,428,750
- ---------------------------------------------------------------
RETAIL (DISCOUNTERS)-0.15%
Dollar Tree Stores, Inc.(a) 324,600 14,140,388
- ---------------------------------------------------------------
RETAIL (FOOD CHAINS)-0.42%
Kroger Co. (The)(a) 1,950,000 40,584,375
- ---------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
RETAIL (GENERAL MERCHANDISE)-3.01%
Costco Wholesale Corp.(a) 700,000 $ 56,218,750
- ---------------------------------------------------------------
Dayton Hudson Corp. 1,405,300 90,817,513
- ---------------------------------------------------------------
Wal-Mart Stores, Inc. 2,500,000 141,718,750
- ---------------------------------------------------------------
288,755,013
- ---------------------------------------------------------------
RETAIL (SPECIALTY)-0.38%
Tiffany & Co. 609,000 36,235,500
- ---------------------------------------------------------------
RETAIL (SPECIALTY-APPAREL)-0.65%
Gap, Inc. (The) 670,000 24,873,750
- ---------------------------------------------------------------
Intimate Brands, Inc.(c) 909,100 37,273,100
- ---------------------------------------------------------------
62,146,850
- ---------------------------------------------------------------
SERVICES (ADVERTISING/MARKETING)-2.43%
Outdoor Systems, Inc.(a) 5,500,000 233,062,500
- ---------------------------------------------------------------
SERVICES (DATA PROCESSING)-0.94%
Concord EFS, Inc.(a) 323,700 8,760,131
- ---------------------------------------------------------------
First Data Corp. 1,440,000 65,790,000
- ---------------------------------------------------------------
Fiserv, Inc.(a) 477,175 15,269,600
- ---------------------------------------------------------------
89,819,731
- ---------------------------------------------------------------
TELECOMMUNICATIONS (CELLULAR/
WIRELESS)-1.54%
Nextel Communications, Inc.-Class
A(a) 1,300,000 112,043,750
- ---------------------------------------------------------------
Western Wireless Corp.-Class A(a) 672,900 35,579,588
- ---------------------------------------------------------------
147,623,338
- ---------------------------------------------------------------
Total Domestic Common Stocks
& Other Equity Interests
(Cost $5,900,438,167) 9,074,071,244
- ---------------------------------------------------------------
MONEY MARKET FUNDS-6.05%
STIC Liquid Assets Portfolio(d) 290,412,117 290,412,117
- ---------------------------------------------------------------
STIC Prime Portfolio(d) 290,412,117 290,412,117
- ---------------------------------------------------------------
Total Money Market Funds
(Cost $580,824,234) 580,824,234
- ---------------------------------------------------------------
TOTAL INVESTMENTS-100.56% 9,654,895,478
- ---------------------------------------------------------------
LIABILITIES LESS OTHER
ASSETS-(0.56%) (54,205,007)
- ---------------------------------------------------------------
NET ASSETS-100.00% $9,600,690,471
===============================================================
</TABLE>
Investment Abbreviations:
ADR - American Depositary Receipt
Notes to Schedule of Investments:
(a) Non-income producing security.
(b) A portion of this security is subject to call options written. See Note 7.
(c) Affiliated issuers are those in which the Fund's holdings of an issuer
represent 5% or more of the outstanding voting securities of the issuer. The
Fund has not owned enough of the outstanding voting securities of the issuer
to have control (as defined in the Investment Company Act of 1940) of that
issuer. The market value as of 10/31/99 represented 0.39% of the Fund's net
assets.
(d) The security shares the same investment advisor as the Fund.
See Notes to Financial Statements.
FS-84
<PAGE> 190
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1999
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost
$6,481,262,401) $9,654,895,478
- --------------------------------------------------------
Receivables for:
Investments sold 292,802,227
- --------------------------------------------------------
Capital stock sold 9,059,459
- --------------------------------------------------------
Dividends and interest 3,724,856
- --------------------------------------------------------
Investment for deferred compensation
plan 132,089
- --------------------------------------------------------
Other assets 170,438
- --------------------------------------------------------
Total assets 9,960,784,547
- --------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 200,543,565
- --------------------------------------------------------
Capital stock reacquired 11,182,096
- --------------------------------------------------------
Deferred compensation 132,089
- --------------------------------------------------------
Options written (premiums received
$116,996,621) 137,381,137
- --------------------------------------------------------
Accrued advisory fees 4,560,939
- --------------------------------------------------------
Accrued administrative services fees 33,365
- --------------------------------------------------------
Accrued directors' fees 3,745
- --------------------------------------------------------
Accrued distribution fees 4,061,117
- --------------------------------------------------------
Accrued transfer agent fees 1,100,647
- --------------------------------------------------------
Accrued operating expenses 1,095,376
- --------------------------------------------------------
Total liabilities 360,094,076
- --------------------------------------------------------
Net assets applicable to shares
outstanding $9,600,690,471
========================================================
NET ASSETS:
Class A $8,089,739,193
========================================================
Class B $1,291,455,555
========================================================
Class C $ 105,419,980
========================================================
Institutional Class $ 114,075,743
========================================================
CAPITAL STOCK, $0.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 285,748,483
========================================================
Class B:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 47,327,507
========================================================
Class C:
Authorized 750,000,000
- --------------------------------------------------------
Outstanding 3,860,919
========================================================
Institutional Class:
Authorized 200,000,000
- --------------------------------------------------------
Outstanding 3,938,787
========================================================
Class A:
Net asset value and redemption price
per share $ 28.31
- --------------------------------------------------------
Offering price per share:
(Net asset value of
$28.31 / 94.50%) $ 29.96
========================================================
Class B:
Net asset value and offering price per
share $ 27.29
========================================================
Class C:
Net asset value and offering price per
share $ 27.30
========================================================
Institutional Class:
Net asset value, offering and
redemption price per share $ 28.96
========================================================
</TABLE>
See Notes to Financial Statements.
STATEMENT OF OPERATIONS
For the year ended October 31, 1999
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $491,673 foreign
withholding tax) $ 35,922,859
- ----------------------------------------------------------
Interest 20,631,177
- ----------------------------------------------------------
Total investment income 56,554,036
- ----------------------------------------------------------
EXPENSES:
Advisory fees 54,999,214
- ----------------------------------------------------------
Administrative services fees 281,500
- ----------------------------------------------------------
Custodian fees 560,875
- ----------------------------------------------------------
Directors' fees 63,384
- ----------------------------------------------------------
Distribution fees-Class A 22,561,363
- ----------------------------------------------------------
Distribution fees-Class B 10,382,904
- ----------------------------------------------------------
Distribution fees-Class C 593,913
- ----------------------------------------------------------
Transfer agent fees-Class A 8,377,262
- ----------------------------------------------------------
Transfer agent fees-Class B 2,106,122
- ----------------------------------------------------------
Transfer agent fees-Class C 144,793
- ----------------------------------------------------------
Transfer agent fees-Institutional Class 11,831
- ----------------------------------------------------------
Other 2,155,285
- ----------------------------------------------------------
Total expenses 102,238,446
- ----------------------------------------------------------
Less: Fees waived by advisor (4,288,405)
- ----------------------------------------------------------
Expenses paid indirectly (164,622)
- ----------------------------------------------------------
Net expenses 97,785,419
- ----------------------------------------------------------
Net investment income (loss) (41,231,383)
- ----------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM
INVESTMENT SECURITIES, FOREIGN
CURRENCIES, FUTURES AND OPTION
CONTRACTS:
Net realized gain (loss) from:
Investment securities 1,362,280,575
- ----------------------------------------------------------
Foreign currencies (5,296,267)
- ----------------------------------------------------------
Futures contracts 10,089,965
- ----------------------------------------------------------
Option contracts purchased (4,655,890)
- ----------------------------------------------------------
Option contracts written (109,805,107)
- ----------------------------------------------------------
1,252,613,276
- ----------------------------------------------------------
Change in net unrealized appreciation
(depreciation) of:
Investment securities 1,465,393,764
- ----------------------------------------------------------
Foreign currencies 25,402
- ----------------------------------------------------------
Futures contracts (6,756,866)
- ----------------------------------------------------------
Option contracts purchased (3,182,585)
- ----------------------------------------------------------
Option contracts written (27,511,086)
- ----------------------------------------------------------
1,427,968,629
- ----------------------------------------------------------
Net gain from investment securities,
foreign currencies, futures and option
contracts 2,680,581,905
- ----------------------------------------------------------
Net increase in net assets resulting from
operations $2,639,350,522
==========================================================
</TABLE>
FS-85
<PAGE> 191
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (41,231,383) $ 89,216
- ----------------------------------------------------------- ---------------- --------------
Net realized gain from investment securities, foreign
currencies, futures and option contracts 1,252,613,276 514,276,104
- ----------------------------------------------------------- ---------------- --------------
Change in net unrealized appreciation of investment
securities, foreign currencies, futures and option
contracts 1,427,968,629 255,708,695
- ----------------------------------------------------------- ---------------- --------------
Net increase in net assets resulting from operations 2,639,350,522 770,074,015
- ----------------------------------------------------------- ---------------- --------------
Distributions to shareholders from net investment income:
Class A (3,691,627) --
- ----------------------------------------------------------- ---------------- --------------
Institutional Class (343,112) --
- ----------------------------------------------------------- ---------------- --------------
Distribution in excess of net investment income:
Class A (377,640)
- ----------------------------------------------------------- ---------------- --------------
Institutional Class (5,008)
- ----------------------------------------------------------- ---------------- --------------
Distributions to shareholders from net realized gains:
Class A (404,965,108) (864,947,763)
- ----------------------------------------------------------- ---------------- --------------
Class B (49,731,739) (76,736,323)
- ----------------------------------------------------------- ---------------- --------------
Class C (1,700,816) (626,936)
- ----------------------------------------------------------- ---------------- --------------
Institutional Class (4,837,664) (9,231,714)
- ----------------------------------------------------------- ---------------- --------------
Share transactions-net:
Class A 95,538,920 442,079,076
- ----------------------------------------------------------- ---------------- --------------
Class B 347,953,526 240,674,117
- ----------------------------------------------------------- ---------------- --------------
Class C 70,937,422 21,194,188
- ----------------------------------------------------------- ---------------- --------------
Institutional Class 16,644,022 12,302,794
- ----------------------------------------------------------- ---------------- --------------
Net increase in net assets 2,704,771,698 534,781,454
- ----------------------------------------------------------- ---------------- --------------
NET ASSETS:
Beginning of period 6,895,918,773 6,361,137,319
- ----------------------------------------------------------- ---------------- --------------
End of period $9,600,690,471 $6,895,918,773
=========================================================== ================ ==============
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $5,279,351,381 $4,682,377,491
- ----------------------------------------------------------- ---------------- --------------
Undistributed net investment income (loss) (317,554) 4,034,739
- ----------------------------------------------------------- ---------------- --------------
Undistributed net realized gain from investment
securities, foreign currencies, futures and option
contracts 1,168,419,727 484,238,255
- ----------------------------------------------------------- ---------------- --------------
Unrealized appreciation of investment securities, foreign
currencies, futures and option contracts 3,153,236,917 1,725,268,288
- ----------------------------------------------------------- ---------------- --------------
$9,600,690,471 $6,895,918,773
=========================================================== ================ ==============
</TABLE>
See Notes to Financial Statements.
FS-86
<PAGE> 192
NOTES TO FINANCIAL STATEMENTS
October 31, 1999
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES
AIM Weingarten Fund (the "Fund") is a series portfolio of AIM Equity Funds, Inc.
(the "Company"). The Company is a Maryland corporation registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
series management investment company consisting of ten separate portfolios. The
Fund currently offers four different classes of shares: Class A shares, Class B
shares, Class C shares and the Institutional Class. Class A shares are sold with
a front-end sales charge. Class B shares and Class C shares are sold with a
contingent deferred sales charge. Matters affecting each portfolio or class will
be voted on exclusively by the shareholders of such portfolio or class. The
assets, liabilities and operations of each portfolio are accounted for
separately. Information presented in these financial statements pertains only to
the Fund. The Fund's investment objective is growth of capital primarily by
investing in common stocks of seasoned and better-capitalized companies.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The following is a summary of the significant accounting policies
followed by the Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange (except
convertible bonds) is valued at its last sales price on the exchange where
the security is principally traded, or lacking any sales on a particular
day, the security is valued at the closing bid price on that day. Each
security reported on the NASDAQ National Market System is valued at the last
sales price on the valuation date or absent a last sales price, at the
closing bid price. Debt obligations (including convertible bonds) are valued
on the basis of prices provided by an independent pricing service. Prices
provided by the pricing service may be determined without exclusive reliance
on quoted prices, and may reflect appropriate factors such as yield, type of
issue, coupon rate and maturity date. Securities for which market prices are
not provided by any of the above methods are valued based upon quotes
furnished by independent sources and are valued at the last bid price in the
case of equity securities and in the case of debt obligations, the mean
between the last bid and asked prices. Securities for which market
quotations are not readily available or are questionable are valued at fair
value as determined in good faith by or under the supervision of the
Company's officers in a manner specifically authorized by the Board of
Directors of the Company. Short-term obligations having 60 days or less to
maturity are valued at amortized cost which approximates market value. For
purposes of determining net asset value per share, futures and options
contracts generally will be valued 15 minutes after the close of trading of
the New York Stock Exchange ("NYSE").
Generally, trading in foreign securities is substantially completed
each day at various times prior to the close of the NYSE. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the NYSE. Occasionally, events
affecting the values of such securities and such exchange rates may occur
between the times at which they are determined and the close of the NYSE
which would not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such securities occur
during such period, then these securities will be valued at their fair value
as determined in good faith by or under the supervision of the Board of
Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income is recorded on the
ex-dividend date. The Fund may elect to use a portion of the proceeds of
capital stock redemptions as distributions for Federal income tax purposes.
Distributions from income and net realized capital gains, if any, are
generally paid annually and recorded on ex-dividend date.
On October 31, 1999, undistributed net investment income was increased
by $41,296,477, undistributed net realized gains decreased by $107,196,477
and paid-in capital increased by $65,900,000 as a result of differing
book/tax treatment of foreign currency transactions, equalization credits
and net operating loss reclassifications in order to comply with the
requirements of the American Institute of Certified Public Accountants
Statement of Position 93-2. Net assets of the Fund were unaffected by the
reclassification discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements.
D. Foreign Currency Translations -- Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions. The
Fund does not separately account for that portion of the results of
operations resulting from changes in
FS-87
<PAGE> 193
foreign exchange rates on investments and the fluctuations arising from
changes in market prices of securities held. Such fluctuations are included
with the net realized and unrealized gain or loss from investments.
E. Foreign Currency Contracts -- A foreign currency contract is an obligation
to purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a foreign currency contract to attempt to
minimize the risk to the Fund from adverse changes in the relationship
between currencies. The Fund may also enter into a foreign currency contract
for the purchase or sale of a security denominated in a foreign currency in
order to "lock in" the U.S. dollar price of that security. The Fund could be
exposed to risk if counterparties to the contracts are unable to meet the
terms of their contracts or if the value of the foreign currency changes
unfavorably.
F. Futures Contracts -- The Fund may purchase or sell futures contracts as a
hedge against changes in market conditions. Initial margin deposits required
upon entering into futures contracts are satisfied by the segregation of
specific securities as collateral for the account of the broker (the Fund's
agent in acquiring the futures position). During the period the futures
contracts are open, changes in the value of the contracts are recognized as
unrealized gains or losses by "marking to market" on a daily basis to
reflect the market value of the contracts at the end of each day's trading.
Variation margin payments are made or received depending upon whether
unrealized gains or losses are incurred. When the contracts are closed, the
Fund recognizes a realized gain or loss equal to the difference between the
proceeds from, or cost of, the closing transaction and the Fund's basis in
the contract. Risks include the possibility of an illiquid market and that a
change in value of the contracts may not correlate with changes in the value
of the securities being hedged.
G. Covered Call Options -- The Fund may write call options, but only on a
covered basis; that is, the Fund will own the underlying security. Options
written by the Fund normally will have expiration dates between three and
nine months from the date written. The exercise price of a call option may
be below, equal to, or above the current market value of the underlying
security at the time the option is written. When the Fund writes a covered
call option, an amount equal to the premium received by the Fund is recorded
as an asset and an equivalent liability. The amount of the liability is
subsequently "marked-to-market" to reflect the current market value of the
option written. The current market value of a written option is the mean
between the last bid and asked prices on that day. If a written call option
expires on the stipulated expiration date, or if the Fund enters into a
closing purchase transaction, the Fund realizes a gain (or a loss if the
closing purchase transaction exceeds the premium received when the option
was written) without regard to any unrealized gain or loss on the underlying
security, and the liability related to such option is extinguished. If a
written option is exercised, the Fund realizes a gain or a loss from the
sale of the underlying security and the proceeds of the sale are increased
by the premium originally received.
A call option gives the purchaser of such option the right to buy, and
the writer (the Fund) the obligation to sell, the underlying security at the
stated exercise price during the option period. The purchaser of a call
option has the right to acquire the security which is the subject of the
call option at any time during the option period. During the option period,
in return for the premium paid by the purchaser of the option, the Fund has
given up the opportunity for capital appreciation above the exercise price
should the market price of the underlying security increase, but has
retained the risk of loss should the price of the underlying security
decline. During the option period, the Fund may be required at any time to
deliver the underlying security against payment of the exercise price. This
obligation is terminated upon the expiration of the option period or at such
earlier time at which the Fund effects a closing purchase transaction by
purchasing (at a price which may be higher than that received when the call
option was written) a call option identical to the one originally written.
H. Put Options -- The Fund may purchase put options. By purchasing a put
option, the Fund obtains the right (but not the obligation) to sell the
option's underlying instrument at a fixed strike price. In return for this
right, the Fund pays an option premium. The option's underlying instrument
may be a security or a futures contract. Put options may be used by the Fund
to hedge securities it owns by locking in a minimum price at which the Fund
can sell. If security prices fall, the put option could be exercised to
offset all or a portion of the Fund's resulting losses. At the same time,
because the maximum the Fund has at risk is the cost of the option,
purchasing put options does not eliminate the potential for the Fund to
profit from an increase in the value of the securities hedged.
I. Expenses -- Distribution and transfer agency expenses directly attributable
to a class of shares are charged to that class' operations. All other
expenses which are attributable to more than one class are allocated among
the classes.
NOTE 2-ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 1.0% of
the first $30 million of the Fund's average daily net assets, plus 0.75% of the
Fund's average daily net assets in excess of $30 million to and including $350
million, plus 0.625% of the Fund's average daily net assets in excess of $350
million. AIM has contractually agreed to waive a portion of its advisory fees
payable by the Fund to AIM to the extent necessary to reduce the fees paid by
the Fund at net asset levels higher than those currently incorporated in the
present advisory fee schedule. AIM will receive a fee calculated at the annual
rate of 1.0% of the first $30 million of the Fund's average daily net assets,
plus 0.75% of the Fund's average daily net assets in excess of $30 million to
and including $350 million, plus 0.625% of the Fund's average daily net assets
in excess of $350 million to and including $2 billion, plus 0.60% of the Fund's
average daily net assets in excess of $2 billion to and including $3 billion,
plus 0.575% of the Fund's average daily net assets in
FS-88
<PAGE> 194
excess of $3 billion to and including $4 billion, plus 0.55% of the Fund's
average daily net assets in excess of $4 billion. The waiver is contractual and
may not be terminated without approval of the Board of Directors. During the
year ended October 31, 1999, AIM waived fees of $4,288,405. Under the terms of a
master sub-advisory agreement between AIM and A I M Capital Management, Inc.
("AIM Capital"), AIM pays AIM Capital 50% of the amount paid by the Fund to AIM.
The Fund, pursuant to a master administrative services agreement with AIM,
has agreed to pay AIM for certain administrative costs incurred in providing
accounting services to the Fund. During the year ended October 31, 1999, AIM was
paid $281,500 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency and
shareholder services to the Fund. During the year ended October 31, 1999, AFS
was paid $5,776,859 for such services.
The Company has entered into master distribution agreements with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A, Class B and Class C shares and a master distribution agreement with
Fund Management Company ("FMC) to serve as the distributor for the Institutional
Class shares of the Fund. The Company has adopted a plan pursuant to Rule 12b-1
under the 1940 Act with respect to the Fund's Class A shares, Class B shares and
Class C shares (collectively the "Plans"). The Fund, pursuant to the Plans, pays
AIM Distributors compensation at the annual rate of 0.30% of the Fund's average
daily net assets of Class A shares and 1.00% of the average daily net assets of
Class B and C shares. Of these amounts, the Fund may pay a service fee of 0.25%
of the average daily net assets of the Class A, Class B or Class C shares to
selected dealers and financial institutions who furnish continuing personal
shareholder services to their customers who purchase and own the appropriate
class of shares of the Fund. Any amounts not paid as a service fee under the
Plans would constitute an asset-based sales charge. The Plans also impose a cap
on the total sales charges, including asset-based sales charges that may be paid
by the respective classes. During the year ended October 31, 1999, the Class A,
Class B and Class C shares paid AIM Distributors $22,561,363, $10,382,904 and
$593,913, respectively, as compensation under the Plans.
AIM Distributors received commissions of $2,209,013 from sales of the Class
A shares of the Fund during the year ended October 31, 1999. Such commissions
are not an expense of the Fund. They are deducted from, and are not included in,
the proceeds from sales of Class A shares. During the year ended October 31,
1999, AIM Distributors received $156,642 in contingent deferred sales charges
imposed on redemptions of Fund shares. Certain officers and directors of the
Company are officers and directors of AIM, AFS, FMC and AIM Distributors.
During the year ended October 31, 1999, the Fund paid legal fees of $20,003
for services rendered by Kramer, Levin, Naftalis & Frankel LLP as counsel to the
Company's directors. A member of that firm is a director of the Company.
NOTE 3-INDIRECT EXPENSES
During the year ended October 31, 1999, the Fund received reductions in transfer
agency fees from AFS (an affiliate of AIM) and reductions in custodian fees of
$102,746 and $61,876, respectively, under expense offset arrangements. The
effect of the above arrangements resulted in a reduction of the Fund's total
expenses of $164,622 during the year ended October 31, 1999.
NOTE 4-DIRECTORS' FEES
Directors' fees represent remuneration paid to directors who are not an
"interested person" of AIM. The Company invests directors' fees, if so elected
by a director, in mutual fund shares in accordance with a deferred compensation
plan.
NOTE 5-BANK BORROWINGS
The Fund is a participant in a committed line of credit facility with a
syndicate administered by The Chase Manhattan Bank. The Fund may borrow up to
the lesser of (i) $1,000,000,000 or (ii) the limits set by its prospectus for
borrowings. The Fund and other funds advised by AIM which are parties to the
line of credit may borrow on a first come, first served basis. During the year
ended October 31, 1999, the Fund did not borrow under the line of credit
agreement. The funds which are party to the line of credit are charged a
commitment fee of 0.09% on the unused balance of the committed line. Prior to
May 28, 1999, the commitment fee rate was 0.05%. The commitment fee is allocated
among the funds based on their respective average net assets for the period.
NOTE 6-INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term securities)
purchased and sold by the Fund during the year ended October 31, 1999 was
$10,278,536,302 and $10,386,655,927, respectively.
The amount of unrealized appreciation (depreciation) of investment securities,
for tax purposes, as of October 31, 1999 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of
investment securities $3,184,683,541
- ----------------------------------------------------------
Aggregate unrealized appreciation
(depreciation) of investment securities (14,585,229)
- ----------------------------------------------------------
Net unrealized appreciation of investment
securities $3,170,098,312
==========================================================
Cost of investments for tax purposes is $6,484,797,166.
</TABLE>
FS-89
<PAGE> 195
NOTE 7-CALL OPTION CONTRACTS
Transactions in call options written during the year ended October 31, 1999 are
summarized as follows:
<TABLE>
<CAPTION>
CALL OPTION CONTRACTS
-------------------------
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
--------- -------------
<S> <C> <C>
Beginning of period 76,233 $ 44,508,416
- -------------------- --------- -------------
Written 341,015 393,780,650
- -------------------- --------- -------------
Closed (271,232) (293,502,772)
- -------------------- --------- -------------
Exercised (46,212) (3,522,927)
- -------------------- --------- -------------
Expired (7,902) (24,266,746)
- -------------------- --------- -------------
End of period 91,902 $ 116,996,621
==================== ========= =============
</TABLE>
Open call option contracts written at October 31, 1999 were as follows:
<TABLE>
<CAPTION>
OCTOBER 31, UNREALIZED
CONTRACT STRIKE NUMBER OF PREMIUMS 1999 APPRECIATION
ISSUE MONTH PRICE CONTRACTS RECEIVED MARKET VALUE (DEPRECIATION)
- ----------------------------- -------- ------ --------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
America Online, Inc. Apr-00 $120 20,000 $ 44,712,107 $51,500,000 $ (6,787,893)
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
Cisco Systems, Inc. Jan-00 70 28,798 22,892,140 24,118,325 (1,226,185)
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
Compuware Corp. Jan-00 30 4,214 1,409,536 1,211,525 198,011
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
EMC Corp. Apr-00 70 9,000 8,164,527 11,306,250 (3,141,723)
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
Intel Corp. Apr-00 75 7,200 6,278,190 7,875,000 (1,596,810)
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
Sanmina Corp. Jan-00 85 6,230 5,665,996 7,281,312 (1,615,316)
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
Sun Microsystems, Inc. Apr-00 90 5,609 7,835,511 13,636,881 (5,801,370)
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
VERITAS Software Corp. Dec-99 95 7,530 6,471,819 13,083,375 (6,611,556)
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
Yahoo! Inc. Jan-00 175 3,321 13,566,795 7,368,469 6,198,326
- ----------------------------- --------- ------ --------- ------------ ------------ --------------
91,902 $116,996,621 137,381,137 (20,384,516)
============================= ========= ====== ========= ============ ============ ==============
</TABLE>
NOTE 8-CAPITAL STOCK
Changes in capital stock outstanding during the years ended October 31, 1999 and
1998 were as follows:
<TABLE>
<CAPTION>
1999 1998
----------------------------- -----------------------------
SHARES AMOUNT SHARES AMOUNT
----------- --------------- ----------- ---------------
<S> <C> <C> <C> <C>
Sold:
Class A 38,697,927 $ 994,480,979 62,788,326 $ 1,368,867,407
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Class B 17,982,789 456,125,945 12,056,594 257,385,548
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Class C 3,622,407 92,753,207 1,204,025 25,772,311
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Institutional Class 826,477 21,885,030 593,328 13,533,791
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Issued as reinvestment of dividends:
Class A 16,540,521 383,078,048 41,795,514 813,441,370
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Class B 2,102,927 47,274,883 3,831,332 73,061,374
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Class C 71,213 1,602,275 31,251 600,022
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Institutional Class 217,868 5,146,039 456,144 9,035,386
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Reacquired:
Class A (50,133,647) (1,282,020,107) (79,734,776) (1,740,229,701)
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Class B (6,174,366) (155,447,302) (4,228,997) (89,772,805)
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Class C (926,007) (23,418,060) (246,074) (5,178,145)
- ---------------------------------------- -------------- ---------------- ------------ ---------------
Institutional Class (391,478) (10,387,047) (458,838) (10,266,383)
- ---------------------------------------- -------------- ---------------- ------------ ---------------
22,436,631 $ 531,073,890 38,087,829 $ 716,250,175
======================================== ============== ================ ============ ===============
</TABLE>
FS-90
<PAGE> 196
NOTE 9-FINANCIAL HIGHLIGHTS
Shown below are the financial highlights for a share of Class A capital stock
outstanding during each of the years in the five-year period ended October 31,
1999, for a share of Class B capital stock outstanding during each of the years
in the four-year period ended October 31, 1999 and the period June 26, 1995
(date sales commenced) through October 31, 1995, and for a share of Class C
capital stock outstanding during each of years in the two year period ended
October 31, 1999 and the period August 4, 1997 (date sales commenced) through
October 31, 1997.
<TABLE>
<CAPTION>
CLASS A
------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 21.72 $ 22.72 $ 20.19 $ 20.33 $ 17.82
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income (loss) (0.10) 0.02 0.01 0.06 --
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Net gains on securities (both realized and unrealized) 8.16 2.38 4.82 2.51 4.36
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Total from investment operations 8.06 2.40 4.83 2.57 4.36
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income (0.01) -- (0.06) -- (0.07)
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Distributions from net realized gains (1.46) (3.40) (2.24) (2.71) (1.78)
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Total distributions (1.47) (3.40) (2.30) (2.71) (1.85)
- ------------------------------------------------------------ ---------- ---------- ---------- ---------- ----------
Net asset value, end of period $ 28.31 $ 21.72 $ 22.72 $ 20.19 $ 20.33
============================================================ ========== ========== ========== ========== ==========
Total return(a) 38.62% 12.34% 26.83% 14.81% 28.20%
============================================================ ========== ========== ========== ========== ==========
Ratios/supplemental data:
Net assets, end of period (000s omitted) $8,089,739 $6,094,178 $5,810,582 $4,977,493 $4,564,730
============================================================ ========== ========== ========== ========== ==========
Ratio of expenses to average net assets(b) 1.03%(c) 1.04% 1.07% 1.12% 1.17%
============================================================ ========== ========== ========== ========== ==========
Ratio of net investment income (loss) to average net
assets(d) (0.38)%(c) 0.07% 0.07% 0.33% (0.02)%
============================================================ ========== ========== ========== ========== ==========
Portfolio turnover rate 124% 125% 128% 159% 139%
============================================================ ========== ========== ========== ========== ==========
</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
1.08%, 1.09%, 1.11%, 1.15% and 1.19% for 1999-1995.
(c) Ratios are based on average net assets of $7,520,454,321.
(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
reimbursements were (0.43)%, 0.02%, 0.03%, 0.30%, and (0.04)% for 1999-1995.
FS-91
<PAGE> 197
NOTE 9-FINANCIAL HIGHLIGHTS-continued
<TABLE>
<CAPTION>
CLASS B CLASS C
--------------------------------------------------------- ------------------------------
1999 1998 1997 1996 1995 1999 1998 1997
---------- -------- -------- -------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 21.12 $ 22.34 $ 19.98 $ 20.28 $ 18.56 $ 21.14 $ 22.34 $ 22.83
- ------------------------------------ ---------- -------- -------- -------- ------- -------- ------- -------
Income from investment operations:
Net investment income (loss) (0.30)(a) (0.15)(a) (0.15)(a) (0.05)(a) (0.03) (0.30)(a) (0.15)(a) (0.04)(a)
- ------------------------------------ ---------- -------- -------- -------- ------- -------- ------- -------
Net gains (losses) on securities
(both realized and unrealized) 7.93 2.33 4.75 2.46 1.75 7.92 2.35 (0.45)
- ------------------------------------ ---------- -------- -------- -------- ------- -------- ------- -------
Total from investment operations 7.63 2.18 4.60 2.41 1.72 7.62 2.20 (0.49)
- ------------------------------------ ---------- -------- -------- -------- ------- -------- ------- -------
Distributions from net realized
gains (1.46) (3.40) (2.24) (2.71) -- (1.46) (3.40) --
- ------------------------------------ ---------- -------- -------- -------- ------- -------- ------- -------
Net asset value, end of period $ 27.29 $ 21.12 $ 22.34 $ 19.98 $ 20.28 $ 27.30 $ 21.14 $ 22.34
==================================== ========== ======== ======== ======== ======= ======== ======= =======
Total return(b) 37.59% 11.45% 25.78% 13.95% 9.27% 37.50% 11.54% (2.15)%
==================================== ========== ======== ======== ======== ======= ======== ======= =======
Ratios/supplemental data:
Net assets, end of period (000's
omitted) $1,291,456 $705,750 $486,105 $267,459 $42,238 $105,420 $23,107 $ 2,326
==================================== ========== ======== ======== ======== ======= ======== ======= =======
Ratio of expenses to average net
assets(c) 1.82%(d) 1.83% 1.87% 1.95% 1.91%(e) 1.82%(d) 1.83% 1.84%(e)
==================================== ========== ======== ======== ======== ======= ======== ======= =======
Ratio of net investment income
(loss) to average net assets(f) (1.17)%(d) (0.72)% (0.73)% (0.50)% (0.76)%(e) (1.17)%(d) (0.72)% (0.70)%(e)
==================================== ========== ======== ======== ======== ======= ======== ======= =======
Portfolio turnover rate 124% 125% 128% 159% 139% 124% 125% 128%
==================================== ========== ======== ======== ======== ======= ======== ======= =======
</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
1.87%, 1.87%, 1.91%, 1.98% and 1.94% (annualized) for 1999-1995 for Class B
and 1.87%, 1.87%, 1.88% (annualized) for 1999-1997 for Class C.
(d) Ratios are based on average net assets of $1,038,290,381 and $59,391,348
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 (1.22)%, (0.76)%, (0.77)%, (0.53)% and (0.79)%
(annualized) for 1999-1995 for Class B and (1.22)%, (0.76)%, (0.74)%
(annualized) for 1999-1997 for Class C.
FS-92
<PAGE> 198
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> 199
- (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) Articles of Amendment, as filed with the State of Maryland on
July 13, 1999, were filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and are hereby incorporated
by reference.
- (o) Articles Supplementary, as filed with the State of Maryland
on July 13, 1999, were filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and are hereby incorporated
by reference.
- (p) Articles Supplementary, as filed with the State of Maryland
on December 29, 1999, are filed herewith electronically.
- (q) Articles Supplementary, as filed with the State of Maryland
on December 29, 1999, are filed herewith electronically.
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) - (a) 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.
- (b) First Amendment, dated June 9, 1999, to Amended and Restated
By-Laws was filed as an Exhibit to Post-Effective Amendment No.
62 on January 6, 2000, and is 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-2
<PAGE> 200
- (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.
(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.
was filed electronically as an Exhibit to Post-Effective
Amendment No. 60 on July 15, 1999, and is hereby incorporated by
reference.
- (d) Amendment No. 3, dated July 15, 1999, to the Master
Investment Advisory Agreement between Registrant and A I M
Advisors, Inc. was filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
- (e) Amendment No. 4, dated September 28, 1999, to the Master
Investment Advisory Agreement between Registrant and A I M
Advisors, Inc. was filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, 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
C-3
<PAGE> 201
Post-Effective Amendment No. 57 on March 24, 1999, and is hereby
incorporated by reference.
- (g) Amendment No. 6, dated as of March 18, 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 as an
Exhibit to Post-Effective Amendment No. 62 on January 6, 2000,
and is hereby incorporated by reference.
- (h) Amendment No. 7, dated as of November 15, 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 as an
Exhibit to Post-Effective Amendment No. 62 on January 6, 2000,
and is hereby incorporated by reference.
(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.
C-4
<PAGE> 202
(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.
(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) Amendment No. 4, dated July 15, 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 as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
- (f) Amendment No. 5, dated September 28, 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 as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
- (g) Form of Amendment No. 6 to the Master Distribution Agreement
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.
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- (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.
- (f) Amendment No. 5, dated July 15, 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 as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
- (g) Amendment No. 6, dated September 28, 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 as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
- (h) Form of Amendment No. 7 to the Master Distribution Agreement
between Registrant (on behalf of Registrant's Class B Shares)
and A I M Distributors, Inc. is filed herewith electronically.
(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.
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- (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.
- (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) - (a) 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.
(b) Amendment No. 1, dated October 2, 1998, to Subcustodian
Agreement between Registrant, Chase Bank of Texas, N.A.
(formerly Texas Commerce Bank), State Street and Trust Company
and A I M Fund Services, Inc. was filed as an Exhibit to
Post-Effective Amendment No. 62 on January 6, 2000, 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
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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.
- (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) - (a) 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.
(b) Amendment No. 1, dated January 1, 1999, to the Amended and
Restated Transfer Agency and Services Agreement between
Registrant and A I M Fund Services, Inc. was filed as an Exhibit
to Post-Effective Amendment No. 62 on January 6, 2000, and is
hereby incorporated by reference.
(c) Amendment No. 2, dated July 1, 1999, to the Amended and
Restated Transfer Agency and Services Agreement between
Registrant and A I M Fund Services, Inc. was filed as an Exhibit
to Post-Effective Amendment No. 62 on January 6, 2000, 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
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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.
- (h) Amendment No. 6, dated August 30, 1999, to the Remote Access
and Related Services Agreement, dated December 23, 1994, between
Registrant and First Data Investor Services Group, Inc. was
filed as an Exhibit to Post-Effective Amendment No. 62 on January
6, 2000, 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 by reference.
(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.
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(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.
(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.
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- (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) Amendment No. 3 to the Master Administrative Services
Agreement, dated February 28, 1997, between Registrant and A I M
Advisors, Inc. was filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
- (e) Amendment No. 4, to the Master Administrative Services
Agreement, dated February 28, 1997, between Registrant and A I M
Advisors, Inc. was filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
(20) - (a) 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.
- (b) Memorandum of Agreement, dated June 7, 1999, between
Registrant, on behalf of AIM Large Cap Basic Value Fund, and
A I M Advisors, Inc. was filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
- (c) Form of Memorandum of Agreement between Registrant, on
behalf of AIM Large Cap Growth Fund, and A I M Advisors, Inc. is
filed herewith electronically.
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.
(6) - Opinion and Consent 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.
(7) - Opinion and Consent of Ballard Spahr Andrews & Ingersoll, LLP is
filed herewith electronically.
j(1) - Consent of Ballard Spahr Andrews & Ingersoll, LLP is included as
part of i(7).
(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.
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(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) - Agreement Concerning Initial Capitalization of Registrant's AIM
Mid Cap Growth Fund, dated November 1, 1999, was filed as an
Exhibit to Post-Effective Amendment No. 62 on January 6, 2000,
and is hereby incorporated by reference.
(5) - Form of Agreement Concerning Initial Capitalization of
Registrant's AIM Emerging Growth Fund is filed herewith
electronically.
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.
(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.
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- (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) Amendment No. 5, dated July 15, 1999, to Registrant's Amended
and Restated Master Distribution Plan for the Class B shares of
AIM Large Cap Basic Value Fund was filed as an Exhibit to Post-
Effective Amendment No. 62 on January 6, 2000, and is hereby
incorporated by reference.
- (g) Amendment No. 6, dated September 28, 1999, to Registrant's
Amended and Restated Master Distribution Plan for the Class B
shares of AIM Mid Cap Growth Fund was filed as an Exhibit to
Post-Effective Amendment No. 62 on January 6, 2000, and is
hereby incorporated by reference.
(h) Form of Amendment No. 7 to Registrant's Amended and Restated
Master Distribution Plan for the Class B shares of AIM Emerging
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 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) Amendment No. 4, dated July 15, 1999, 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 as an
Exhibit to Post-Effective Amendment No. 62 on January 6, 2000,
and is hereby incorporated by reference.
- (f) Amendment No. 5, dated September 28, 1999, to Registrant's
Fourth Amended and Restated Master Distribution Plan for Class A
and Class C shares was filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and is hereby incorporated
by reference.
(g) Form of Amendment No. 6 to Registrant's Fourth Amended and
Restated Master Distribution Plan for Class A and Class C shares
is filed herewith electronically.
C-13
<PAGE> 211
(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.
(6) - Third Amended and Restated Multiple Class Plan (Rule 18f-3)
(effective August 5, 1999) were filed as an Exhibit to
Post-Effective Amendment No. 62 on January 6, 2000, and are
hereby incorporated by reference.
o(1) - The AIM Management Group Code of Ethics, as amended August 17,
1999, relating to AIM Management Group Inc. and A I M Advisors,
Inc. were filed as an Exhibit to Post-Effective Amendment No. 62
on January 6, 2000, and are hereby incorporated by reference.
(2) - Code of Ethics of AIM Equity Funds, Inc., effective as of
January 1, 1989, were filed as an Exhibit to Post-Effective
Amendment No. 62 on January 6, 2000, and are hereby incorporated
by reference.
C-14
<PAGE> 212
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.
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
C-15
<PAGE> 213
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.:
<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
</TABLE>
- --------------------
* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173
C-16
<PAGE> 214
<TABLE>
<CAPTION>
Name and Principal Position and Offices with Positions and Offices
Business Address* Underwriter with Registrant
- ------------------ ------------------------- ---------------------
<S> <C> <C>
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
Kim T. McAuliffe Assistant Vice President None
David B. O'Neil 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
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>
- --------------------
* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173
C-17
<PAGE> 215
Fund Management Company:
<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
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-18
<PAGE> 216
(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.
<PAGE> 217
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 7th day of
January, 2000.
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:
SIGNATURES TITLE DATE
---------- ----- ----
/s/CHARLES T. BAUER Chairman & Director January 7, 2000
- ----------------------------
(Charles T. Bauer)
/s/ROBERT H. GRAHAM Director & President January 7, 2000
- ---------------------------- (Principal Executive Officer)
(Robert H. Graham)
/s/BRUCE L. CROCKETT Director January 7, 2000
- ----------------------------
(Bruce L. Crockett)
/s/OWEN DALY II Director January 7, 2000
- ----------------------------
(Owen Daly II)
/s/EDWARD K. DUNN, JR. Director January 7, 2000
- ----------------------------
(Edward K. Dunn, Jr.)
/s/JACK FIELDS Director January 7, 2000
- ----------------------------
(Jack Fields)
/s/CARL FRISCHLING Director January 7, 2000
- ----------------------------
(Carl Frischling)
/s/PREMA MATHAI-DAVIS Director January 7, 2000
- ----------------------------
(Prema Mathai-Davis)
/s/LEWIS F. PENNOCK Director January 7, 2000
- ----------------------------
(Lewis F. Pennock)
/s/LOUIS S. SKLAR Director January 7, 2000
- ----------------------------
(Louis S. Sklar)
/s/DANA R. SUTTON Vice President & January 7, 2000
- ---------------------------- Treasurer (Principal Financial
(Dana R. Sutton) and Accounting Officer)
<PAGE> 218
INDEX TO EXHIBITS
AIM EQUITY FUNDS, INC.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
a(1)(p) Articles Supplementary, as filed with the State of Maryland on December 29, 1999
a(1)(q) Articles Supplementary, as filed with the State of Maryland on December 29, 1999
e(9)(g) Form of Amendment No. 6 to the Master Distribution Agreement between Registrant (on behalf of Registrants's
Class A & Class C shares) and A I M Distributors, Inc.
e(10)(h) Form of Amendment No. 7 to the Master Distribution Agreement between Registrant (on behalf of Registrant's
Class B shares) and A I M Distributors, Inc.
h(20)(c) Form of Memorandum of Agreement between Registrant, on behalf of AIM Large Cap Growth Fund, and A I M Advisors,
Inc.
i(7) Opinion and Consent of Ballard Spahr Andrews & Ingersoll, LLP
j(2) Consent of KPMG LLP
l(5) Form of Agreement Concerning Initial Capitalization of Registrant's AIM Emerging Growth Fund
m(10)(h) Form of Amendment No. 7 to Registrant's Amended and Restated Master Distribution Plan for the Class B shares of
AIM Emerging Growth Fund
m(11)(g) Form of Amendment No. 6 to Registrant's Fourth Amended and Restated Master Distribution Plan for Class A and
Class C shares
</TABLE>
<PAGE> 1
EXHIBIT a(1)(p)
AIM EQUITY FUNDS, INC.
ARTICLES SUPPLEMENTARY
AIM EQUITY FUNDS, INC., a Maryland corporation registered as an open-end
investment company under the Investment Company Act of 1940 having its principal
office in the State of Maryland in Baltimore City (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation, by resolutions duly
adopted at a meeting duly called and held on December 7, 1999, has: (a)
increased the aggregate number of shares of stock which the Corporation has
authority to issue from Twenty-Six Billion, Seven Hundred Fifty Million
(26,750,000,000) to Thirty-One Billion, Two Hundred Fifty Million
(31,250,000,000) shares, and (b) classified and designated such newly authorized
shares (collectively, the "Shares") as follows: Seven Hundred Fifty Million
(750,000,000) shares as shares of AIM Emerging Growth Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares as shares of AIM Emerging
Growth Fund - Class B Shares, Seven Hundred Fifty Million (750,000,000) shares
as shares of AIM Emerging Growth Fund - Class C Shares and Two Billion, Two
Hundred Fifty Million (2,250,000,000) shares as unclassified. The AIM Emerging
Growth Fund - Class A Shares shall have the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption of shares of stock as are set forth in
ARTICLE FIFTH, paragraph (b) of the charter of the Corporation (the "Charter")
and in any other provision of the Charter relating to the stock of the
Corporation generally. The AIM Emerging Growth Fund - Class B Shares shall have
the preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of shares of stock as are set forth in ARTICLE FIFTH, paragraph (b)
of the Charter, in any other provision of the Charter relating to the stock of
the Corporation generally, and in paragraphs (a), (b) and (c) of ARTICLE SIXTH
of the Corporation's Articles Supplementary as filed with the Maryland State
Department of Assessments and Taxation on June 5, 1995. The AIM Emerging Growth
Fund - Class C Shares shall have the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of shares of stock as are set forth in
ARTICLE FIFTH, paragraph (b) of the Charter and in any other provision of the
Charter relating to the stock of the Corporation generally.
SECOND: Immediately prior to the filing of these Articles Supplementary,
the Corporation had authority to issue Twenty-Six Billion, Seven Hundred Fifty
Million (26,750,000,000) shares, $.001 par value per share, having an aggregate
par value of $26,750,000, of which:
1
<PAGE> 2
(a) Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Charter Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Weingarten Fund - Class A Shares,
One Billion (1,000,000,000) shares have been classified as
AIM Constellation Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Aggressive Growth Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Blue Chip Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Capital Development Fund -
Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Growth Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Basic Value Fund -
Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Dent Demographic Trends Fund - Class A
Shares, and
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Mid Cap Growth Fund - Class A Shares;
(b) Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Charter Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Weingarten Fund - Class B Shares,
One Billion (1,000,000,000) shares have been classified
as AIM Constellation Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Blue Chip Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Capital Development Fund -
Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Growth Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as shares of AIM Aggressive Growth Fund -
Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Basic Value Fund -
Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Dent Demographic Trends Fund -
Class B Shares, and
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Mid Cap Growth Fund - Class B Shares;
2
<PAGE> 3
(c) Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Charter Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Weingarten Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Constellation Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Blue Chip Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Capital Development Fund -
Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Growth Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as shares of AIM Aggressive Growth Fund -
Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Basic Value Fund -
Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Dent Demographic Trends Fund -
Class C Shares, and
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Mid Cap Growth Fund - Class C Shares;
(d) Two Hundred Million (200,000,000) shares have been
classified as AIM Charter Fund - Institutional Class
Shares,
Two Hundred Million (200,000,000) shares have been
classified as AIM Weingarten Fund - Institutional Class
Shares, and
Two Hundred Million (200,000,000) shares have been
classified as AIM Constellation Fund - Institutional Class
Shares; and
(e) Three Billion, One Hundred Fifty Million (3,150,000,000)
shares were unclassified.
THIRD: As of the filing of these Articles Supplementary, the Corporation
shall have authority to issue Thirty-One Billion, Two Hundred Fifty Million
(31,250,000,000) shares, $.001 par value per share, having an aggregate par
value of $31,250,000, of which:
(a) Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Charter Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Weingarten Fund - Class A Shares,
One Billion (1,000,000,000) shares are classified as AIM
Constellation Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Aggressive Growth Fund - Class A Shares,
3
<PAGE> 4
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Blue Chip Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Capital Development Fund -
Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Large Cap Growth Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Large Cap Basic Value Fund -
Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Dent Demographic Trends Fund -
Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Mid Cap Growth Fund - Class A Shares,
and
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Emerging Growth Fund - Class A Shares;
(b) Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Charter Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Weingarten Fund - Class B Shares,
One Billion (1,000,000,000) shares are classified as AIM
Constellation Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Blue Chip Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Capital Development Fund -
Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Large Cap Growth Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Aggressive Growth Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Large Cap Basic Value Fund -
Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Dent Demographic Trends Fund
- Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Mid Cap Growth Fund - Class B Shares,
and
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Emerging Growth Fund - Class B Shares;
(c) Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Charter Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Weingarten Fund - Class C Shares,
4
<PAGE> 5
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Constellation Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Blue Chip Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Capital Development Fund -
Class C Shares,
Seven Hundred Fifty Million (750,000,000)
shares are classified as AIM Large Cap Growth Fund -
Class C Shares,
Seven Hundred Fifty Million (750,000,000)
shares are classified as AIM Aggressive Growth Fund -
Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Large Cap Basic Value Fund -
Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Dent Demographic Trends Fund -
Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Mid Cap Growth Fund - Class C Shares,
and
Seven Hundred Fifty Million (750,000,000) shares are
classified as AIM Emerging Growth Fund - Class C Shares;
(d) Two Hundred Million (200,000,000) shares are classified as
AIM Charter Fund - Institutional Class Shares,
Two Hundred Million (200,000,000) shares are classified as
AIM Weingarten Fund - Institutional Class Shares, and
Two Hundred Million (200,000,000) shares are classified as
AIM Constellation Fund - Institutional Class Shares; and
(e) Five Billion, Four Hundred Million (5,400,000,000) shares
were unclassified.
FOURTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.
FIFTH: The total number of shares of capital stock that the Corporation
had authority to issue immediately prior to the filing of these Articles
Supplementary was increased and such additional shares were classified by the
Board of Directors of the Corporation in accordance with Section 2-105(c) of the
Maryland General Corporation Law.
SIXTH: The Shares were classified by the Board of Directors of the
Corporation under authority granted to it in ARTICLE FIFTH, paragraph (a) of the
Charter.
The undersigned President acknowledges these Articles Supplementary to
be the corporate act of the Corporation and states that to the best of his or
her knowledge, information and belief, the matters and facts set forth in these
Articles with respect to authorization and approval are true in all material
respects and that this statement is made under the penalties for perjury.
5
<PAGE> 6
IN WITNESS WHEREOF, AIM EQUITY FUNDS, INC. has caused these Articles
Supplementary to be executed in its name and on its behalf by its President and
witnessed by its Assistant Secretary on December 7, 1999.
AIM EQUITY FUNDS, INC.
Witness:
/s/ RENEE A. FRIEDLI By: /s/ ROBERT H. GRAHAM
- --------------------------- --------------------------------------
Assistant Secretary President
6
<PAGE> 1
Exhibit a(1)(q)
AIM EQUITY FUNDS, INC.
ARTICLES SUPPLEMENTARY
AIM EQUITY FUNDS, INC., a Maryland corporation registered as an
open-end investment company under the Investment Company Act of 1940 having
its principal office in the State of Maryland in Baltimore City (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Board of Directors of the Corporation, by resolutions duly
adopted at a meeting duly called and held on December 8, 1999, has:
(a) increased the aggregate number of shares of stock that the
Corporation has authority to issue from Thirty-One Billion Two
Hundred Fifty Million (31,250,000,000) to Forty Billion Two
Hundred Million (40,200,000,000) shares;
(b) classified and designated such newly authorized shares
(collectively, the "Shares") as follows:
Four Hundred Fifty Million (450,000,000) shares as shares of
AIM Charter Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Charter Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Charter Fund - Class C Shares,
Forty Million (40,000,000) shares as shares of AIM Charter
Fund - Institutional Class Shares,
Four Hundred Fifty Million (450,000,000) shares as shares of
AIM Weingarten Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Weingarten Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Weingarten Fund - Class C Shares,
Forty Million (40,000,000) shares as shares of AIM Weingarten
Fund - Institutional Class Shares,
Six Hundred Eighty Million (680,000,000) shares as shares
of AIM Constellation Fund - Class A Shares,
Two Hundred Million (200,000,000) shares as shares of AIM
Constellation Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Constellation Fund Class - C Shares,
Forty Million (40,000,000) shares as shares of AIM
Constellation Fund - Institutional Class Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Aggressive Growth Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Aggressive Growth Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Aggressive Growth Fund - Class C Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Blue Chip Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Blue Chip Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Blue Chip Fund - Class C Shares,
1
<PAGE> 2
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Capital Development Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Capital Development Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Capital Development Fund - Class C Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Large Cap Growth Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Large Cap Growth Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Large Cap Growth Fund - Class C Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Large Cap Basic Value Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Large Cap Basic Value Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Large Cap Basic Value Fund - Class C Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Dent Demographic Trends Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Dent Demographic Trends Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Dent Demographic Trends Fund - Class C Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Mid Cap Growth Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Mid Cap Growth Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Mid Cap Growth Fund - Class C Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Emerging Growth Fund - Class A Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Emerging Growth Fund - Class B Shares,
One Hundred Fifty Million (150,000,000) shares as shares of
AIM Emerging Growth Fund - Class C Shares, and
Two Billion Seven Hundred Million (2,700,000,000) shares as
unclassified; and
(c) ratified and confirmed the issuance of shares of Common
Stock of the Corporation, of each class of whatever
portfolio, as reflected in the records of the
Corporation, and further declared and confirmed that each
such share, of whatever class of whatever portfolio, is
duly authorized, validly issued, fully paid and
nonassessable.
SECOND: The Shares, except for AIM Emerging Growth Fund - Class B
Shares, AIM Charter Fund - Class B Shares, AIM Weingarten Fund - Class B
Shares, AIM Constellation Fund - Class B Shares, AIM Blue Chip Fund - Class
B Shares, AIM Capital Development Fund - Class B Shares, AIM Large Cap
Growth Fund - Class B Shares, shares of AIM Aggressive Growth Fund - Class
B Shares, AIM Large Cap Basic Value Fund - Class B Shares, AIM Dent
Demographic Trends Fund - Class B Shares, and AIM Mid Cap Growth Fund -
Class B Shares (collectively, the "Class B Shares"), shall have the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of shares of stock as set forth in ARTICLE FIFTH, paragraph (b)
of the Charter of the Corporation (the "Charter") and in any other
provisions of the Charter relating to the stock of the Corporation
generally. The Class B Shares shall have the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of shares of stock as
set forth in ARTICLE FIFTH, paragraph (b) of the Charter, in any other
provision of the Charter relating to the stock of the Corporation
generally, and in paragraphs
2
<PAGE> 3
(a), (b) and (c) of ARTICLE SIXTH of the Corporation's Articles Supplementary
as filed with the Maryland State Department of Assessments and Taxation on
June 5, 1995.
THIRD: Immediately prior to the filing of these Articles
Supplementary, the Corporation had authority to issue Thirty-One Billion
Two Hundred Fifty Million (31,250,000,000) shares, $.001 par value per
share, having an aggregate par value of $31,250,000, of which:
(a) Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Charter Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Weingarten Fund - Class A Shares,
One Billion (1,000,000,000) shares have been classified as
AIM Constellation Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000)shares have been
classified as AIM Aggressive Growth Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Blue Chip Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Capital Development Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Growth Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Basic Value Fund - Class A Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Dent Demographic Trends Fund - Class A
Shares, and
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Mid Cap Growth Fund - Class A Shares;
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Emerging Growth Fund - Class A Shares;
(b) Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Charter Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Weingarten Fund - Class B Shares,
One Billion (1,000,000,000) shares have been classified as
AIM Constellation Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Blue Chip Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Capital Development Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Growth Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as shares of AIM Aggressive Growth Fund - Class B
Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Basic Value Fund - Class B Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Dent Demographic Trends Fund - Class B
Shares, and
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Mid Cap Growth Fund - Class B Shares;
Seven Hundred Fifty Million (750,000,000 shares have been
classified as AIM Emerging Growth Fund - Class B Shares;
(c) Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Charter Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Weingarten Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) share have been
classified as AIM Constellation Fund - Class C Shares,
3
<PAGE> 4
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Blue Chip Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Capital Development Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Growth Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as shares of AIM Aggressive Growth Fund - Class C
Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Large Cap Basic Value Fund - Class C Shares,
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Dent Demographic Trends Fund - Class C Shares,
and
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Mid Cap Growth Fund - Class C Shares;
Seven Hundred Fifty Million (750,000,000) shares have been
classified as AIM Emerging Growth Fund - Class A Shares;
(d) Two Hundred Million (200,000,000) shares have been classified
as AIM Charter Fund - Institutional Class Shares,
Two Hundred Million (200,000,000) shares have been classified
as AIM Weingarten Fund Institutional - Class Shares, and
Two Hundred Million (200,000,000) shares have been classified
as AIM Constellation Fund - Institutional Class Shares; and
(e) Five Billion Four Hundred Million (5,400,000,000) shares were
unclassified.
FOURTH: As of the filing of these Articles Supplementary, the
Corporation shall have authority to issue Forty Billion Two Hundred Million
(40,200,000,000) shares, $.001 par value per share, having an aggregate par
value of $40,200,000, of which:
(a) One Billion Two Hundred Million (1,200,000,000) shares are
classified as AIM Charter Fund - Class A Shares,
One Billion Two Hundred Million (1,200,000,000) shares are
classified as AIM Weingarten Fund - Class A Shares,
One Billion Six Hundred Eighty Million (1,680,000,000)
shares are classified as AIM Constellation Fund - Class A Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Aggressive Growth Fund - Class A Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Blue Chip Fund - Class A Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Capital Development Fund - Class A Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Large Cap Growth Fund - Class A Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Large Cap Basic Value Fund - Class A Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Dent Demographic Trends Fund - Class A Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Mid Cap Growth Fund - Class A Shares, and
Nine Hundred Million (900,000,000) shares are classified as
AIM Emerging Growth Fund - Class A Shares;
(b) Nine Hundred Million (900,000,000) shares are classified as
AIM Charter Fund - Class B Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Weingarten Fund - Class B Shares,
One Billion Two Hundred Million (1,200,000,000) shares are
classified as AIM Constellation Fund - Class B Shares,
4
<PAGE> 5
Nine Hundred Million (900,000,000) shares are classified as
AIM Blue Chip Fund - Class B Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Capital Development Fund - Class B Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Large Cap Growth Fund - Class B Shares,
Nine Hundred Million (900,000,000) shares are classified as
shares of AIM Aggressive Growth Fund - Class B Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Large Cap Basic Value Fund - Class B Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Dent Demographic Trends Fund - Class B Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Mid Cap Growth Fund - Class B Shares, and
Nine Hundred Million (900,000,000) shares are classified as
AIM Emerging Growth Fund - Class B Shares;
(c) Nine Hundred Million (900,000,000) shares are classified as
AIM Charter Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Weingarten Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Constellation Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Blue Chip Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Capital Development Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Large Cap Growth Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
shares of AIM Aggressive Growth Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Large Cap Basic Value Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Dent Demographic Trends Fund - Class C Shares,
Nine Hundred Million (900,000,000) shares are classified as
AIM Mid Cap Growth Fund - Class C Shares, and
Nine Hundred Million (900,000,000) shares are classified as
AIM Emerging Growth Fund - Class C Shares;
(d) Two Hundred Forty Million (240,000,000) shares are classified as
AIM Charter Fund - Institutional Class Shares,
Two Hundred Forty Million (240,000,000) shares are classified as
AIM Weingarten Fund - Institutional Class Shares, and
Two Hundred Forty Million (240,000,000) shares are classified as
AIM Constellation Fund - Institutional Class Shares; and
(e) Eight Billion One Hundred Million (8,100,000,000) shares are
unclassified.
FIFTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.
SIXTH: The total number of shares of capital stock that the
Corporation had authority to issue immediately prior to the filing of these
Articles Supplementary was increased and such additional shares were
classified by the Board of Directors of the Corporation in accordance with
Section 2-105(c) of the Maryland General Corporation Law.
SEVENTH: The Shares were classified by the Board of Directors of the
Corporation under authority granted to it in ARTICLE FIFTH, paragraph (a) of
the Charter.
5
<PAGE> 6
The undersigned Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and states that to
the best of his or her knowledge, information and belief, the matters and
facts set forth in these Articles with respect to authorization and
approval are true in all material respects and that this statement is made
under the penalties for perjury.
IN WITNESS WHEREOF, AIM EQUITY FUNDS, INC. has caused these Articles
Supplementary to be executed in its name and on its behalf by its Vice
President and witnessed by its Assistant Secretary on December 23, 1999.
AIM EQUITY FUNDS, INC.
Witness:
/s/KATHLEEN J. PFLUEGER By: /S/MELVILLE B. COX
- ----------------------- ----------------------------
Assistant Secretary Vice President
<PAGE> 1
Exhibit e(9)(g)
AMENDMENT NO. 6
MASTER DISTRIBUTION AGREEMENT
The Master Distribution Agreement (the "Agreement"), dated August 4,
1997, by and between AIM Equity Funds, Inc., a Maryland corporation, and A I M
Distributors, Inc., a Delaware corporation, is hereby amended as follows:
Appendix A of the Agreement is hereby deleted in its entirety and
replaced with the following:
"APPENDIX A
TO
MASTER DISTRIBUTION AGREEMENT
OF
AIM EQUITY FUNDS, INC.
CLASS A SHARES
- --------------
AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Dent Demographic Trends Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Weingarten Fund
CLASS C SHARES
- --------------
AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Dent Demographic Trends Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Weingarten Fund"
<PAGE> 2
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Dated: , 2000
-------------------------
AIM EQUITY FUNDS, INC.
Attest: By:
-------------------------- ---------------------------
Assistant Secretary President
(SEAL)
A I M DISTRIBUTORS, INC.
Attest: By:
-------------------------- ---------------------------
Assistant Secretary President
(SEAL)
<PAGE> 1
Exhibit e(10)(h)
AMENDMENT NO. 7
MASTER DISTRIBUTION AGREEMENT
The Master Distribution Agreement (the "Agreement"), dated February
28, 1997, by and between AIM Equity Funds, Inc., a Maryland corporation, and
A I M Distributors, Inc., a Delaware corporation, is hereby amended as follows:
Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the following:
"SCHEDULE A
CLASS B SHARES
- --------------
AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Dent Demographic Trends Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Weingarten Fund"
All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
Date: , 2000
-------------------------
AIM EQUITY FUNDS, INC.
Attest: By:
-------------------------- ---------------------------
Assistant Secretary President
(SEAL)
A I M DISTRIBUTORS, INC.
Attest: By:
-------------------------- ---------------------------
Assistant Secretary President
(SEAL)
<PAGE> 1
Exhibit h(20)(c)
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of this 6th day of
January, 2000 between AIM Equity Funds, Inc. (the "Company"), on behalf of the
funds listed on Exhibit "A" to this Memorandum of Agreement (the "Funds"), and
A I M Advisors, Inc.
("AIM").
For and in consideration of the mutual terms and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and AIM agree as
follows:
The Company and AIM agree until the date set forth on the attached
Exhibit "A" that AIM will limit expenses at the rates set forth on Exhibit "A"
of the average daily net assets allocable to such class. Neither the Company
nor AIM may remove or amend the expense limitations to the Company's detriment
prior to the date set forth on Exhibit "A." AIM will not have any right to
reimbursement of any amount so limited.
The Company and AIM agree to review the then-current expense
limitations for each class of each Fund listed on Exhibit "A" on a date prior
to the date listed on that Exhibit to determine whether such expense
limitations should be amended, continued or terminated. Unless the Company, by
vote of its Board of Directors, or AIM terminates the expense limitations, or
the Company and AIM are unable to reach an agreement on the amount of the
expense limitations to which the Company and AIM desire to be bound, the
expense limitations will continue for additional one-year terms at the rate to
which the Company and AIM mutually agree. Exhibit "A" will be amended to
reflect that rate and the new date through which the Company and AIM agree to
be bound.
IN WITNESS WHEREOF, the Company and AIM have entered into this
Memorandum of Agreement as of the date first above written.
AIM Equity Funds, Inc.,
on behalf of each Fund listed in Exhibit "A"
to this Memorandum of Agreement
By: __________________________________________
Title: __________________________________________
A I M Advisors, Inc.
By: __________________________________________
Title: __________________________________________
<PAGE> 2
EXHIBIT "A"
-----------
AIM EQUITY FUNDS, INC.
<TABLE>
<CAPTION>
FUND EXPENSE LIMITATION COMMITTED UNTIL
- ---- ------------------ ---------------
<S> <C> <C>
AIM Large Cap Growth Fund
Class A, B and C Shares waive fees and/or reimburse expenses to the extent necessary June 30, 2000
to limit the other expenses (excluding interest expense,
taxes, dividends on short sales and extraordinary expenses)
of Class A shares to 0.85%
</TABLE>
<PAGE> 1
Exhibit i(7)
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
January 7, 2000
AIM Equity Funds, Inc.
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
Re: AIM Equity Funds, Inc.
Registration Statement on Form N-1A
Gentlemen:
We have acted as counsel to AIM Equity Funds, Inc., a corporation organized
under the laws of the State of Maryland (the "Company") and registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end, series management investment company.
This opinion is given in connection with the filing by the Company of Post-
Effective Amendment No. 63 to the Registration Statement on Form N-1A under the
Securities Act of 1933, as amended, and Amendment No. 63 to such Registration
Statement under the 1940 Act (collectively, the "Registration Statement")
relating to the registration of an indefinite number of Class A, Class B and
Class C shares of common stock, par value $.001 per share (the "Shares"), of
AIM Emerging Growth Fund (the "Fund").
In connection with our giving this opinion, we have examined copies of the
Company's charter (the "Charter") and resolutions of the Board of Directors
adopted December 7, 1999, and originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, corporate records and
other instruments as we have deemed necessary or advisable for purposes of this
opinion. We have also examined the prospectus for the Fund, which is included
in the Registration Statement, substantially in the form in which it is to
become effective (the "Prospectus"). As to various questions of fact material
to our opinion, we have relied upon information provided by officers of the
Company.
Based on the foregoing, we are of the opinion that the Shares to be offered
for sale pursuant to the Prospectus are, to the extent of the number of Shares
of each Class authorized to be issued by the Company in the Charter, duly
authorized and, when sold, issued and paid for as described in the Prospectus,
will be legally issued, fully paid and nonassessable.
We express no opinion concerning the laws of any jurisdiction other than the
federal law of the United States of America and Maryland law.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name and to the reference to our firm under the
caption "Miscellaneous Information - Legal Matters" in the Statement of
Additional Information for the Retail Classes of the Fund, which is included in
the Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE> 1
EXHIBIT j(2)
INDEPENDENT AUDITORS' CONSENT
-----------------------------
To the Shareholders and Board of Directors
AIM Equity Funds, Inc.:
We consent to the use of our reports on AIM Aggressive Growth Fund, AIM Blue
Chip Fund, AIM Capital Development Fund, AIM Charter Fund, AIM Constellation
Fund, AIM Dent Demographic Trends Fund, AIM Large Cap Basic Value Fund, AIM
Large Cap Growth Fund and AIM Weingarten Fund (portfolios of AIM Equity Funds,
Inc.) dated December 3, 1999 included herein and the references to our firm
under the heading "Financial Highlights" in the Prospectuses and "Audit Reports"
in the Statements of Additional Information.
/s/ KPMG LLP
KPMG LLP
Houston, Texas
January 7, 2000
<PAGE> 1
Exhibit l(5)
____________________, 2000
Board of Directors
AIM Equity Funds, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
Re: Initial Capital Investment in New Portfolios of
AIM Equity Funds, Inc. (The "Fund")
Ladies and Gentlemen:
We are purchasing shares of the Fund for the purpose of providing
initial investment for a new investment portfolio of the Fund. The purpose of
this letter is to set out our understanding of the conditions of and our
promises and representations concerning this investment.
We hereby agree to purchase shares equal to the following dollar
amount for the portfolio:
AIM Emerging Growth Fund - Class A $ 1,000,000
AIM Emerging Growth Fund - Class B $ -0-
AIM Emerging Growth Fund - Class C $ -0-
We understand that the initial net asset value per share for the
portfolio named above will be $10.
We hereby represent that we are purchasing these shares solely for
our own account and solely for investment purposes without any intent of
distributing or reselling said shares. We further represent that disposition of
said shares will only be by direct redemption to or repurchase by the Fund.
We further agree to provide the Fund with at least three days'
advance written notice of any intended redemption and agree that we will work
with the Fund with respect to the amount of such redemption so as not to place
a burden on the Fund and to facilitate normal portfolio management of the Fund.
Sincerely yours,
A I M ADVISORS, INC.
By:
-----------------------
Robert H. Graham
<PAGE> 1
Exhibit m(10)(h)
AMENDMENT NO. 7
AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
The Amended and Restated Master Distribution Plan (the "Plan"),
dated as of June 30, 1997, pursuant to Rule 12b-1 of AIM Equity Funds, Inc., a
Maryland corporation, is hereby amended as follows:
Schedule A of the Plan is hereby deleted in its entirety and
replaced with the following:
"SCHEDULE A TO
MASTER DISTRIBUTION PLAN
AIM EQUITY FUNDS, INC.
(CLASS B SHARES)
<TABLE>
<CAPTION>
MAXIMUM MAXIMUM MAXIMUM
ASSET BASED SERVICE AGGREGATE
FUND SALES CHARGE FEE FEE
<S> <C> <C> <C>
AIM Aggressive Growth Fund 0.75% 0.25% 1.00%
AIM Blue Chip Fund 0.75% 0.25% 1.00%
AIM Capital Development Fund 0.75% 0.25% 1.00%
AIM Charter Fund 0.75% 0.25% 1.00%
AIM Constellation Fund 0.75% 0.25% 1.00%
AIM Dent Demographic Trends Fund 0.75% 0.25% 1.00%
AIM Emerging Growth Fund 0.75% 0.25% 1.00%
AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00%
AIM Large Cap Growth Fund 0.75% 0.25% 1.00%
AIM Mid Cap Growth Fund 0.75% 0.25% 1.00%
AIM Weingarten Fund 0.75% 0.25% 1.00%"
</TABLE>
All other terms and provisions of the Plan not amended herein shall
remain in full force and effect.
Dated: , 2000
-------------------------
AIM EQUITY FUNDS, INC.
(on behalf of its Class B Shares)
Attest: By:
-------------------------- ---------------------------
Assistant Secretary President
<PAGE> 1
Exhibit m(11)(g)
AMENDMENT NO. 6
FOURTH AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
The Fourth Amended and Restated Master Distribution Plan (the
"Plan"), dated as of June 30, 1998, pursuant to Rule 12b-1 of AIM Equity Funds,
Inc., a Maryland corporation, is hereby amended as follows:
Appendix A of the Plan is hereby deleted in its entirety and
replaced with the following:
"APPENDIX A
TO
MASTER DISTRIBUTION PLAN OF
AIM EQUITY FUNDS, INC.
(DISTRIBUTION FEE)
The Fund shall pay the Distributor as full compensation for all
services rendered and all facilities furnished under the Distribution Plan for
each Portfolio as designated below, a Distribution Fee* determined by applying
the annual rate set forth below as to each Portfolio (or Class A or Class C
thereof) to the average daily net assets of the Portfolio (or Class A or Class
C thereof) for the plan year, computed in a manner used for the determination
of the offering price of shares of the Portfolio (or Class A or Class C).
<TABLE>
<CAPTION>
MINIMUM MAXIMUM MAXIMUM
ASSET BASED SERVICE AGGREGATE
PORTFOLIO (Class A Shares) SALES CHARGE FEE FEE
- --------- ------------ --- ---
<S> <C> <C> <C>
AIM Aggressive Growth Fund 0.00% 0.25% 0.25%
AIM Charter Fund 0.05% 0.25% 0.30%
AIM Constellation Fund 0.05% 0.25% 0.30%
AIM Weingarten Fund 0.05% 0.25% 0.30%
AIM Blue Chip Fund 0.10% 0.25% 0.35%
AIM Capital Development Fund 0.10% 0.25% 0.35%
AIM Dent Demographic Trends Fund 0.10% 0.25% 0.35%
AIM Emerging Growth Fund 0.10% 0.25% 0.35%
AIM Large Cap Basic Value Fund 0.10% 0.25% 0.35%
AIM Large Cap Growth Fund 0.10% 0.25% 0.35%
AIM Mid Cap Growth Fund 0.10% 0.25% 0.35%
MAXIMUM MAXIMUM MAXIMUM
ASSET BASED SERVICE AGGREGATE
PORTFOLIO (Class C Shares) SALES CHARGE FEE FEE
- --------- ------------ --- ---
AIM Aggressive Growth Fund 0.75% 0.25% 1.00%
AIM Charter Fund 0.75% 0.25% 1.00%
AIM Constellation Fund 0.75% 0.25% 1.00%
AIM Weingarten Fund 0.75% 0.25% 1.00%
AIM Blue Chip Fund 0.75% 0.25% 1.00%
AIM Capital Development Fund 0.75% 0.25% 1.00%
AIM Dent Demographic Trends Fund 0.75% 0.25% 1.00%
AIM Emerging Growth Fund 0.75% 0.25% 1.00%
AIM Large Cap Basic Value Fund 0.75% 0.25% 1.00%
AIM Large Cap Growth Fund 0.75% 0.25% 1.00%
AIM Mid Cap Growth Fund 0.75% 0.25% 1.00%
</TABLE>
- ---------------
* The Distribution Fee is payable apart from the sales charge, if any, as
stated in the current prospectus for the applicable Class and the
applicable Portfolio.
<PAGE> 2
All other terms and provisions of the Plan not amended herein shall
remain in full force and effect.
Dated: , 2000
-------------------------
AIM EQUITY FUNDS, INC.
(on behalf of its Class A and
Class C Shares)
Attest: By:
-------------------------- ---------------------------
Assistant Secretary President
