AIM FUNDS GROUP/DE
24F-2NT, 1996-02-26
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<PAGE>   1



                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24F-2

            READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
                             PLEASE PRINT OR TYPE.
________________________________________________________________________________

 1.   Name and address of issuer:

      AIM FUNDS GROUP
      11 GREENWAY PLAZA, SUITE 1919
      HOUSTON, TEXAS 77046
________________________________________________________________________________

 2.   Name of each series or class of funds for which this notice is filed:

      AIM BALANCED FUND - CLASS A SHARES
      AIM BALANCED FUND - CLASS B SHARES
      AIM GLOBAL UTILITIES FUND - CLASS A SHARES
      AIM GLOBAL UTILITIES FUND - CLASS B SHARES
      AIM GROWTH FUND - CLASS A SHARES
      AIM GROWTH FUND - CLASS B SHARES
      AIM INCOME FUND - CLASS A SHARES
      AIM INCOME FUND - CLASS B SHARES
      AIM INTERMEDIATE GOVERNMENT FUND - CLASS A SHARES
      AIM INTERMEDIATE GOVERNMENT FUND - CLASS B SHARES
      AIM HIGH YIELD FUND - CLASS A SHARES
      AIM HIGH YIELD FUND - CLASS B SHARES
      AIM MONEY MARKET FUND - CLASS A SHARES
      AIM MONEY MARKET FUND - CLASS B SHARES
      AIM MONEY MARKET FUND - CLASS C SHARES
      AIM MUNICIPAL BOND FUND - CLASS A SHARES
      AIM MUNICIPAL BOND FUND - CLASS B SHARES
      AIM VALUE FUND - CLASS A SHARES
      AIM VALUE FUND - CLASS B SHARES
________________________________________________________________________________

 3.   Investment Company Act File Number: 811-1540
      Securities Act File Number: 2-27334
________________________________________________________________________________

 4.   Last day of fiscal year for which this notice is filed: DECEMBER 31, 1995
________________________________________________________________________________

 5.  Check box if this notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold
     after the close of the fiscal year but before termination of the issuer's
     24f-2 declaration:                                          [    ]
________________________________________________________________________________

 6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
     applicable (see Instruction A.6):
________________________________________________________________________________

 7.  Number and amount of securities of the same class or series which had been
     registered under the Securities Act of 1933 other than pursuant to rule
     24f-2 in a prior fiscal year, but which remained unsold at the beginning
     of the fiscal year:
                                   2,548,380                 $32,721,199
________________________________________________________________________________

 8.  Number and amount of securities registered during the fiscal year other
     than pursuant to rule 24f-2:
                                   0
________________________________________________________________________________
<PAGE>   2

 9.  Number and aggregate sale price of securities sold during the fiscal year:

                              5,126,110,251     $10,873,855,680 
________________________________________________________________________________

10.  Number and aggregate sale price of securities sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:

                              5,123,561,871     $10,841,134,481
________________________________________________________________________________

 11. Number and aggregate sale price of securities issued during the fiscal
     year in connection with dividend reinvestment plans, if applicable (see
     Instruction B.7):
________________________________________________________________________________

 12. Calculation of registration fee:
 
<TABLE>
         <S>                                                                            <C>
         (i)  Aggregate sale price of securities sold during the fiscal 
              year in reliance of rule 24f-2 (from Item 10):                            $10,841,134,481
                                                                                        ---------------
        (ii)  Aggregate price of shares issued in connection with dividend
              reinvestment plan (from Item 11, if applicable):                          +
                                                                                        ---------------

       (iii)  Aggregate price of shares redeemed or repurchased during The 
              fiscal year (if applicable):                                              - 6,242,560,538
                                                                                        ---------------

        (iv)  Aggregate price of shares redeemed or repurchased and
              previously applied as a reduction to filing fees pursuant to
              rule 24e-2 (if applicable):
                                                                                        +
                                                                                        ---------------
                                                                                
         (v)  Net aggregate price of securities sold and issued during the
              fiscal year in reliance on rule 24f-2 [line (i), plus line
              (ii), less line (iii), plus line (iv)] (if applicable):
                                                                                        $ 4,598,573,943
                                                                                        ---------------

        (vi)  Multiplier prescribed by Section 6(b) of the Securities Act of
              1933 or other applicable law or regulation (see Instruction
              C.6):                                                                     x   1/2900
                                                                                        ---------------

       (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:                   $  1,585,715.15
                                                                                        ===============

</TABLE>

 Instruction:  Issuers should complete lines (ii), (iii), (iv), and (v) only if
               the form is being filed within 60 days after the close of the 
               issuer's fiscal year.  See Instruction C.3.
________________________________________________________________________________

 13.  Check box if fees are being remitted to the Commission's lockbox
      depository as described in section 3a of the Commission's Rules of
      Informal and Other Procedures (17 CFR 202.3a).

                                                              [ XX ]

      Date of mailing or wire transfer of filing fees to the Commission's
      lockbox depository:  02-23-96
________________________________________________________________________________

                                  SIGNATURES

      This report has been signed below by the following persons on behalf of
      the issuer and in the capacities and on the dates indicated.


      By (Signature and Title)* /s/ DANA R. SUTTON
                                -----------------------------------
                                Vice President & Assistant Treasurer
                                ------------------------------------
      Date:   February 26, 1996
            ---------------------
            * Please print the name and title of the signing officer below the
              signature.






<PAGE>   1





               [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]





                               February 23, 1996


AIM Funds Group
Eleven Greenway Plaza
Suite 1919
Houston, Texas  77046

                 RE:      RULE 24f-2 NOTICE FOR AIM FUNDS GROUP
                          SECURITIES ACT FILE NO. 2-27334      

Gentlemen:

                 We have acted as counsel to AIM Funds Group (the "Fund"), a
Delaware business trust registered with the Securities and Exchange Commission
under the Investment Company Act of 1940 as an open-end management, series
investment company.

                 We have been informed that a registration statement on Form
N-1A, as amended ("Registration Statement") relating to an indefinite number of
shares of beneficial interest in the Fund ("Shares") has been filed with the
Securities and Exchange Commission under the Securities Act of 1933 (Securities
Act File No. 2-27334).

                 We further understand that, pursuant to the provisions of Rule
24f-2, the Fund is filing with the Securities and Exchange Commission a notice
("Notice") making definite the registration of such shares sold in reliance on
Rule 24f-2 for the fiscal year ended December 31, 1995.  Specifically, we have
been informed by the Fund that a total of 5,126,110,251 Shares (representing
interests in series portfolios existing during all or part of such fiscal year)
were issued from time to time during such fiscal year under Prospectuses which
were included as part of the Registration Statement.  The Fund has requested
our opinion in connection with the filing of such Notice, for inclusion in such
filing.

                 In connection with our giving of this opinion, we have
examined a copy of the Fund's Agreement and Declaration of Trust, as amended,
and originals or copies, certified or otherwise identified to our satisfaction,
of such other documents as we have deemed necessary or advisable for purposes
of this opinion.
<PAGE>   2
AIM Funds Group
February 23, 1996
Page 2


As to various questions of fact material to our opinion, we have relied upon
information provided by officers of the Fund.

                 Based upon the foregoing, we are of the opinion that the
5,126,110,251 Shares issued by the Fund during its fiscal year ended December
31, 1995, including those Shares whose registration the Notice makes definite
in number, were, when issued for payment as described in the Fund's
Prospectuses referred to above, legally issued, fully paid and non-assessable
by the Fund.

                 Both the Delaware Business Trust Act and the Fund's Agreement
and Declaration of Trust, as amended (the "Trust Agreement"), provide that
shareholders of the Fund shall be entitled to the same limitation on personal
liability as is extended under the Delaware General Corporation Law to
stockholders of private corporations for profit.  There is a remote
possibility, however, that, under certain circumstances, shareholders of a
Delaware business trust may be held personally liable for that trust's
obligations to the extent that the courts of another state which does not
recognize such limited liability were to apply the laws of such state to a
controversy involving such obligations.  The Trust Agreement also provides for
indemnification out of Fund property for all loss and expense of any
shareholder held personally liable for the obligations of the Fund.  Therefore,
the risk of any shareholder incurring financial loss beyond his investment due
to shareholder liability is limited to circumstances in which the Fund itself
is unable to meet its obligations and the express disclaimer of shareholder
liabilities is determined not to be effective.


                    
                                                  Very truly yours,

                                        /s/ BALLARD SPAHR ANDREWS & INGERSOLL







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