AIM FUNDS GROUP/DE
24F-2NT, 1997-02-27
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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, 1996

 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:
                                        0

 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:

                           6,758,459,997                     $13,798,582,336

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

                           6,758,459,997                     $13,798,582,336

 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):                                        $ 13,798,582,336
                                                                                                  ----------------
            (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):                                                     -9,229,251,202   
                                                                                                  ---------------- 
            (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):                          $ 4,569,331,134   
                                                                                                  ----------------  
                                                                                                                    
            (vi) Multiplier prescribed by Section 6(b) of the Securities Act of
                 1933 or other applicable law or regulation (see Instruction
                 C.6):                                                                            x   1/3300
                                                                                                  ----------------
            (vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
                                                                                                  $1,384,645.80
                                                                                                  ================

</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:
                                    2-26-97

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

                                  Dana R. Sutton, Vice President and Assistant
                                  Treasurer
                                  --------------------------------------------
                                           
 
      Date:   February 27, 1997
           ------------------------------
            * Please print the name and title of the signing officer below the
              signature.






<PAGE>   1

               LAW OFFICES                                 BALTIMORE, MD     
    BALLARD SPAHR ANDREWS & INGERSOLL                       CAMDEN, NJ       
      1735 MARKET STREET, 51ST FLOOR                        DENVER, CO       
  PHILADELPHIA, PENNSYLVANIA 19103-7599                   HARRISBURG, PA       
         TELEPHONE:  215-665-8500                       SALT LAKE CITY, UT      
            FAX:  215-864-8999                             WASHINGTON, DC      
         [email protected]                                          
                                                                           
                                                                            
                                                                            


                                                    February 21, 1997

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, 1996.  Specifically, we have
been informed by the Fund that a total of 6,758,459,997 Shares (representing
interests in series portfolios existing during 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 21, 1997
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
6,758,459,997 Shares issued by the Fund during its fiscal year ended December
31, 1996, 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

                                        Ballard Spahr Andrews & Ingersoll







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