AIM GROWTH SERIES, N-30D, 1999-03-09

AIM GROWTH SERIES
N-30D, 1999-03-09

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<PAGE>

ANNUAL REPORT / DECEMBER 31 1998

AIM WORLDWIDE GROWTH FUND

Cover Image

AIM Logo

INVEST WITH DISCIPLINE-Registered Trademark-

<PAGE>

Cover Image

IRISES BY VINCENT VAN GOGH

VAN GOGH'S PAINTING OF INDIGO IRISES IS ONE OF HIS MASTERPIECES, PARTLY
BECAUSE THE FLOWER HAS SUCH UNIVERSAL APPEAL. NAMED FOR THE GREEK GODDESS OF
THE RAINBOW, IRISES GROW ALL OVER THE GLOBE. LIKE THE APPRECIATION OF
BEAUTIFUL ART AND FLOWERS, INVESTING HAS CAUGHT THE IMAGINATION AND INTEREST
OF PEOPLE THROUGHOUT THE WORLD.

AIM Worldwide Growth Fund is for shareholders who seek long-term growth of
capital. The Fund invests in a portfolio of global equity securities of
companies with strong earnings momentum.

ABOUT FUND PERFORMANCE AND PORTFOLIO DATA THROUGHOUT THIS REPORT:

- - AIM Worldwide Growth Fund (formerly GT Global Worldwide Growth Fund)
performance figures are historical and reflect reinvestment of all
distributions and changes in net asset value. Unless otherwise
indicated, the Fund's performance is computed at net asset value
without a sales charge.

- - During the fiscal year ended 12/31/98 the Fund paid distributions of
$.51 per share for Class A and Advisor Class shares, $.49 per share
for Class B shares.

- - When sales charges are included in performance figures, Class A share
performance reflects the maximum 5.50% sales charge. Class B
share performance reflects the applicable contingent deferred
sales charge (CDSC) for the period involved. The CDSC on Class
B shares declines from 5% beginning at the time of purchase to
0% at the beginning of the seventh year. The performance of the
Fund's Class B shares will differ from that of Class A shares
due to differences in sales charge structure and Class expenses.

- - Advisor Class shares are not sold directly to the general public and
are available only through certain employee benefit plans,
financial institutions and other entities that have entered
into specific agreements with the Fund's Distributor. Please
see the Fund's prospectus for more complete information. The
performance of the Fund's Advisor Class shares will differ from
that of Class A and Class B shares due to differences in sales
charge structure and Class expenses.

- - The Fund's investment return and principal value will fluctuate so
that an investor's shares, when redeemed, may be worth more or less
than their original cost.

- - International investing presents certain risks not associated with
investing solely in the United States. These include risks relating
to fluctuations in the value of the U.S. dollar relative to the
values of other currencies, the custody arrangements made for
the Fund's foreign holdings, differences in accounting,
political risks, and the lesser degree of public information
required to be provided by non-U.S. companies.

ABOUT INDEXES AND OTHER PERFORMANCE BENCHMARKS CITED IN THIS REPORT:

- - The MSCI World Index is a group of unmanaged global securities tracked by
Morgan Stanley Capital International.

- - The EAFE-Registered Trademark- (Europe, Australasia, and the Far East)
Index is a group of unmanaged foreign securities. The index is compiled
by Morgan Stanley Capital International.

- - An investment cannot be made in any index listed. Unless otherwise
indicated, index results include reinvested dividends and do not reflect
sales charges.

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. THERE IS A RISK THAT YOU COULD LOSE A PORTION OR ALL OF
YOUR MONEY.

This report may be distributed only to current shareholders or to persons who
have received a current prospectus of the Fund.

AIM WORLDWIDE GROWTH FUND

<PAGE>
ANNUAL REPORT / CHAIRMAN'S LETTER

Chairman's Photo

DEAR FELLOW SHAREHOLDER:

As the fiscal year opened, markets were recovering from the concerns produced
by financial crises in Asia during 1997, and this optimism early in 1998 led
several market indexes to all-time highs in spring and early summer. However,
the year was to bring two particularly serious financial shocks, first the
debt default by Russia, and later the gathering crisis in Brazil, which
devalued its currency shortly after the fiscal year closed. The result was
another year of significant market volatility. Optimism yielded to pessimism
over the summer as global financial crises precipitated a worldwide loss of
confidence that affected even previously high-flying U.S. blue chips and
market-leading European stocks.

Beginning in late September, the U.S. Federal Reserve Board intervened to
pump liquidity and confidence into markets. Numerous interest rate cuts in
other countries followed. Investors responded favorably, and by year end,
equities were again rallying. Not all markets rebounded equally. Europe and
the U.S. regained market leadership, but investors in most emerging markets
suffered serious losses over the year.

HOW SHOULD INVESTORS RESPOND?

We understood how unnerving 1998's level of volatility could have been. Our
repeated message to you is to keep a long-term outlook on investments, and we
are pleased to note that most mutual fund shareholders remained cool headed
and did not pull out of the markets during 1998. In the end, most were
rewarded for their long-term perspective.

In view of recent volatility, this may be a very good time to meet with
your financial consultant to review your current asset allocation and the
diversification of your portfolio. Broad portfolio diversification remains
one of the most fundamental principles of investing, along with long-term
thinking and realistic expectations.

YOUR FUND MANAGERS' COMMENTS

On the pages that follow, your Fund's managers, experienced professionals who
have weathered previous periods of market turbulence, offer more detailed
discussion of how they managed the portfolio in light of recent volatility.
We hope you find their discussion informative.

MERGER APPROVED

We are pleased to report that AIM Worldwide Growth Fund shareholders approved
the merger of that Fund into AIM Global Growth Fund. In accordance with the
merger agreement, the assets of AIM Worldwide Growth Fund have been
transferred to AIM Global Growth Fund and shares of AIM Global Growth Fund have
been issued in exchange. This merger took place on February 12, 1999.

YEAR 2000 CONCERN

Many of our shareholders have asked us about AIM's year 2000 readiness
status. We appreciate these concerns, and we take the year 2000 issue
seriously. AIM has devoted considerable effort to creating a comprehensive
plan for assessing, correcting and testing our in-house systems. We will also
participate in an industrywide testing effort scheduled to begin in March.
But no matter how well we prepare and test, no one can know for sure what the
year 2000 will bring. Our industry's systems are connected in complex ways to
many third parties, and there may be unforeseen problems when the year 2000
actually arrives. Though we cannot predict what all those problems might be,
we are working with our business recovery team to develop contingency plans
appropriate for a variety of year 2000 scenarios to begin in March. Finally,
we have contingency plans prepared for a variety of potential problem
scenarios.

We are pleased to send you this report on your Fund's fiscal year. If you
have any questions or comments, please contact our Client Services department
at 800-959-4246. You can access information about your account through our
AIM Investor Line at 800-246-5463 or at our Web site, www.aimfunds.com. We
thank you for your continued participation in The AIM Family of
Funds-Registered Trademark-.

Sincerely,

/s/ Charles T. Bauer
- -----------------------
Charles T. Bauer
Chairman, A I M Advisors, Inc.

. . . WE ARE PLEASED
TO NOTE THAT MOST
MUTUAL FUND
SHAREHOLDERS REMAINED
COOL HEADED AND DID NOT
PULL OUT OF THE
MARKETS DURING 1998.

AIM WORLDWIDE GROWTH FUND

<PAGE>

ANNUAL REPORT / MANAGERS' OVERVIEW

FUND TURNS TO U.S., EUROPEAN STOCKS
IN TURBULENT MARKET

GLOBAL AND DOMESTIC MARKETS WERE VOLATILE FOR MUCH OF THE REPORTING PERIOD. HOW
DID AIM WORLDWIDE GROWTH FUND PERFORM?

The Fund showed solid performance during a difficult year. Class A shares
reported a total annual return of 9.04% for the fiscal year ending December
31, 1998, while Class B shares reported an 8.37% total annual return.

HOW DID THE MARKETS PERFORM DURING THE REPORTING PERIOD?

The bull market in the United States and Europe climbed in the first part of
the fiscal year, then came to an abrupt halt in the summer. Major indexes
that reached all-time highs in July plummeted by nearly 20% in August,
signaling a bear market. A number of events converged to create the sharp
downturn: Currency devaluation occurred in Thailand, Malaysia, Indonesia and
Korea. A lingering recession gripped Japan. Crippled by overwhelming debt,
Russia suspended repayment of much of its foreign debt and suffered deep
currency devaluation. Fears of a global credit crunch then spread to Latin
America, as investors worried that Brazil could not sustain its exchange rate
in light of the country's increasing debt.

By the end of the fiscal year, stock markets stabilized then rallied,
reassured by falling interest rates. Late in the fiscal year, the Federal
Reserve Board (the Fed) shifted its focus from fighting inflation to
providing liquidity and supporting markets. On September 29, it lowered the
short-term benchmark rate by 0.25%. About two weeks later, the Fed moved
again, placing the federal funds rate at 5.00%. A third cut in mid-November
boosted market performance when both the Fed funds rate and the discount rate
were reduced by another 0.25%.

In late October, the Group of Seven countries--the United States, Japan,
Germany, France, Britain, Italy, and Canada-- agreed with a plan to allow the
International Monetary Fund to provide loans to financially troubled
countries. The package included Brazil, one of the United States' key trade
partners. At the end of the reporting period, instability in Latin America
was still a major concern.

WHILE THE FUND EMPHASIZED EUROPEAN AND U.S. STOCKS, IT REMAINED WELL
DIVERSIFIED, ENDING THE FISCAL YEAR WITH 55 HOLDINGS IN 15 COUNTRIES.

HOW HAVE YOU MANAGED THE FUND IN THIS ENVIRONMENT?

The Fund's largest country allocations reflected the strength of the U.S. and
European economies, with 56.3% of its total net assets in the United States
and 38.4% in Europe. Top European allocations as a percentage of total net
assets included the United Kingdom, 12.0%, Switzerland, 7.9%, and the
Netherlands, 6.8%.

We reduced our investments in Japan from 5% as of June 30, 1998, to 2.8% as
of December 31, 1998. Few Japanese companies produced the earnings growth we
require. In addition, we reduced weightings in emerging markets, selling our
stock in Petrobras, Brazil's state-owned oil company. Our exposure in Latin
America was limited to a Brazilian telephone company.

While the Fund emphasized European and U.S. stocks, it remained well
diversified, ending the fiscal year with 55 holdings in 15 countries.

WHY DOES THE FUND FAVOR EUROPE?

The Fund has been bullish on European stocks for several reasons. The first
is price: European equities are trading at much lower valuations compared to
U.S. stocks. In addition, we're positioning the Fund to benefit from
structural changes as the European Economic and Monetary Union (EMU) takes
shape over the next two years. Huge opportunities exist as governments turn
over state-run companies to private hands. The coming union also is prompting
European companies to develop more competitive practices, and the results are
starting to be seen on the bottom line.

European companies we liked included Telecom Italia, which offers a wide
range of telecommunications services in Italy and two dozen other countries.
The company is preparing for deregulation in the European telecom market and
is expanding to include satellite and digital TV services. We also owned
stock in Nestle of Switzerland, the world's leading food company with brands
like Perrier bottled water, Alpo dog food, Nestle Quik chocolate drink mix,
Stouffer's frozen dinners and Toll House chocolate chips.

We believe stable interest rates and subdued inflation will continue to
attract global investors to Europe. We expect inflation to decrease further
as countries in the EMU gravitate toward a single currency, the euro. In
addition, stock markets in Europe are broadening, giving investors an
unprecedented range of choice.

HOW WILL THE NEW CURRENCY IN EUROPE AFFECT THE FUND?

Europe launched the euro on January 1, 1999. At first, only 11 countries will
adopt it: Austria, Belgium, Finland, France, Germany, Ireland, Italy,
Luxembourg, the Netherlands, Portugal and Spain. The changeover will take
place gradually. New coins and paper will not be introduced until January
2002.

The euro is expected to bring greater unity to the European business world.
Price comparisons of goods, services and

SEE IMPORTANT FUND AND INDEX DISCLOSURES INSIDE FRONT COVER.

AIM WORLDWIDE GROWTH FUND

<PAGE>
ANNUAL REPORT / MANAGERS' OVERVIEW

labor across Europe will be much easier. Because of this "price
transparency," European companies may be forced to become more competitive.
Furthermore, the equity markets are likely to become broader and more liquid,
since European companies may find it easier to attract capital across borders.

The introduction of a new currency can present unique risks and
uncertainties for investors.

WHAT MADE THE U.S. MARKET ATTRACTIVE?

The economic climate in the United States was favorable in 1998 despite the
volatility of the equity markets. The economy grew at a healthy pace, and
inflation and interest rates were low. Nearly full employment, rising wages,
and falling mortgage rates gave consumers more disposable income. In
addition, the federal government enjoyed its first budget surplus in decades.

The Fund focuses on U.S. companies that are global leaders. These large
multinational firms may be more resilient during times of economic turmoil
because of their sheer size and the geographic diversity of their customer
base. Our top holdings included Citigroup Inc., the world's largest financial
services company. Formed from the merger of Citicorp and Travelers Group, the
company offers credit card, banking, insurance and investment services in
about 100 countries. Other major holdings included the leading computer
chip-maker Intel, pharmaceutical giant Warner-Lambert, and SLM Holding,
parent company for the Student Loan Marketing Association. Better known as
Sallie Mae, the association protects student loans from the volatility of the
credit market by buying loans from originators.

WHAT IS YOUR OUTLOOK FOR THE GLOBAL MARKETS IN GENERAL?

Recent political changes in Europe have introduced a few uncertainties, but
overall, we're confident in the region. Looking forward, there will be a
period of transition as EMU countries work to align their economies. Many
agree that Europe needs to work as a whole to combat high unemployment in the
region.

Many analysts believe Asia will hit bottom in 1999, indicating that growth
and investor confidence may return some time next year. A Japanese bank
bailout offers hope, but its implementation is far from clear. While Japan
may be the next great recovery story, we will take a wait-and-see approach.

The U.S. economy is likely to experience annual gross domestic product
growth in the 1.5% to 2% range, so low inflation and low interest rates
should continue. However, with global markets experiencing weakness and the
U.S. economy expanding more slowly, many companies will find it difficult to
produce earnings growth.

Latin America continues to be quite volatile. After the close of the fiscal
year, Brazil devalued its currency, sending financial markets there into
turmoil. We will continue to take a defensive position in this region until
its economic environment shows significant improvement.

PORTFOLIO COMPOSITION
As of 12/31/98, based on total net assets

<TABLE>
<CAPTION>
TOP 10 COUNTRIES
<S> <C>
United States 56.3%

United Kingdom 12.0%

Switzerland 7.9%

Netherlands 6.8%

Japan 2.8%

Portugal 2.5%

Germany 2.3%

Australia 1.8%

Italy 1.8%

Finland 1.5%

</TABLE>

Pie Chart

<TABLE>
<CAPTION>
TOP 10 EQUITY HOLDINGS
<S> <C>
1. Citigroup Inc. (U.S.) 5.2%

2. Intel Corp. (U.S.) 4.0

3. Warner-Lambert (U.S.) 3.8

4. SLM Holding Corp. (U.S.) 3.8

5. Compaq Computer Corp. (U.S.) 3.8

6. Bristol-Myers Squibb Co. (U.S.) 3.8

7. CVS Corp. (U.S.) 3.7

8. Avon Products Inc. (U.S.) 3.0

9. First Union Corp. (U.S.) 2.9

10. Federated Department 2.7
Stores, Inc. (U.S.)
</TABLE>

<TABLE>
<CAPTION>
TOP INDUSTRIES
<S> <C>
1. Services 24.9%

2. Finance 24.8

3. Health Care 13.2

4. Consumer Non-Durables 11.0

5. Technology 10.8

6. Consumer Durables 2.9

7. Materials/Basic Industry 2.4

8. Capital Goods 2.0
</TABLE>

Please keep in mind the Fund's portfolio is subject to change and there is no
assurance the Fund will continue to hold any particular security.

SEE IMPORTANT FUND AND INDEX DISCLOSURES INSIDE FRONT COVER.

AIM WORLDWIDE GROWTH FUND

<PAGE>

ANNUAL REPORT / PERFORMANCE HISTORY

YOUR FUND'S LONG-TERM PERFORMANCE

RESULTS OF A $10,000 INVESTMENT

AIM WORLDWIDE GROWTH FUND VS. BENCHMARK INDEX

6/9/87-12/31/98

<TABLE>
<CAPTION>
AIM Worldwide Growth, MSCI World
Class A Shares Index
<S> <C> <C>
6/9/87 9,452 10,000
12/31/87 8,355 8,977
12/31/88 9,718 11,126
12/31/89 13,372 13,040
12/31/90 11,696 10,886
12/31/91 14,065 12,950
12/31/92 14,525 12,347
12/31/93 18,528 15,203
12/31/94 17,296 16,051
12/31/95 19,239 19,473
12/31/96 21,340 22,198
12/31/97 23,475 25,800
12/31/98 25,597 32,198

</TABLE>

AVERAGE ANNUAL TOTAL RETURNS

As of 12/31/98, including sales charges

<TABLE>
<CAPTION>
CLASS A SHARES
<S> <C>
Inception (6/9/87) 8.47%
10 years 9.55
5 years 5.47
1 year 3.04*

</TABLE>
*9.04% excluding sales charges

<TABLE>
<CAPTION>
CLASS B SHARES
<S> <C>
Inception (4/1/93) 8.01%
5 years 5.69
1 year 3.37**

</TABLE>
**8.37% excluding sales charges

<TABLE>
<CAPTION>
ADVISOR CLASS SHARES
<S> <C>

Inception (6/1/95) 12.10%
1 year 9.31

</TABLE>

Source: Towers Data Systems HYPO-Registered Trademark-.

Your Fund's total return includes sales charges, expenses, and management
fees. For Fund data performance calculations and descriptions of indexes
cited on this page, please refer to the inside front cover. The performance
of the Fund's Class B and Advisor Class shares will differ from that of Class
A shares due to differences in sales charge structure and Fund expenses.

Past performance cannot guarantee comparable future results.

MARKET VOLATILITY CAN SIGNIFICANTLY AFFECT SHORT-TERM PERFORMANCE. RESULTS OF
AN INVESTMENT MADE TODAY MAY DIFFER SUBSTANTIALLY FROM THE HISTORICAL
PERFORMANCE SHOWN.

ABOUT THIS CHART

The chart compares your Fund's Class A shares to a benchmark index. It is
intended to give you a general idea of how your Fund performed compared to
the stock market over the period 6/9/87-12/31/98. It is important to
understand differences between your Fund and this index. An index measures
performance of a hypothetical portfolio. A market index such as MSCI World
Index is not managed, incurring no sales charges, expenses or fees. (Please
note that the MSCI World Index performance figures in this chart are for the
period 5/31/87-12/31/98.) If you could buy all the securities that make up a
market index, you would incur expenses that would affect the return on your
investment.

AIM WORLDWIDE GROWTH FUND

<PAGE>
PORTFOLIO OF INVESTMENTS
December 31, 1998

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

<TABLE>
<CAPTION>
VALUE % OF NET
EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Services (24.9%)
CVS Corp. ................................................. US 82,300 $ 4,526,500 3.7
RETAILERS-OTHER
Federated Department Stores, Inc.-/- ...................... US 74,800 3,258,475 2.7
RETAILERS-APPAREL
Service Corporation International ......................... US 78,600 2,991,713 2.5
CONSUMER SERVICES
Telecom Italia SpA ........................................ ITLY 249,900 2,127,333 1.8
TELEPHONE NETWORKS
Telecel - Comunicacaoes Pessoais S.A. ..................... PORT 9,661 1,976,603 1.6
WIRELESS COMMUNICATIONS
Vodafone Group PLC ........................................ UK 107,000 1,731,999 1.4
WIRELESS COMMUNICATIONS
Koninklijke Ahold N.V. .................................... NETH 45,359 1,676,027 1.4
RETAILERS-FOOD
Wolters Kluwer CVA ........................................ NETH 7,407 1,584,566 1.3
BROADCASTING & PUBLISHING
Mannesmann AG ............................................. GER 13,420 1,538,178 1.3
WIRELESS COMMUNICATIONS
Swisscom AG-/- ............................................ SWTZ 3,582 1,499,891 1.3
TELEPHONE NETWORKS
EMAP PLC .................................................. UK 78,000 1,468,687 1.2
BROADCASTING & PUBLISHING
TNT Post Group N.V. ....................................... NETH 45,400 1,462,411 1.2
TRANSPORTATION - SHIPPING
Reuters Group PLC ......................................... UK 127,000 1,330,741 1.1
BROADCASTING & PUBLISHING
Telecom Corporation of New Zealand Ltd. - ADR{\/} ......... NZ 30,500 1,088,469 0.9
TELEPHONE NETWORKS
Woolworths Ltd. ........................................... AUSL 284,100 966,491 0.8
RETAILERS-OTHER
Telecomunicacoes Brasileiras S.A. (Telebras) Preferred -
ADR-/- {\/} .............................................. BRZL 11,500 835,906 0.7
TELEPHONE NETWORKS
------------
30,063,990
------------
Finance (24.8%)
Citigroup, Inc. ........................................... US 128,700 6,370,651 5.2
BANKS-MONEY CENTER
SLM Holding Corp. ......................................... US 95,800 4,598,400 3.8
OTHER FINANCIAL
First Union Corp. (N.C.) .................................. US 57,500 3,496,719 2.9
BANKS-REGIONAL
Lloyds TSB Group PLC ...................................... UK 120,000 1,701,121 1.4
BANKS-MONEY CENTER
ING Groep N.V. ............................................ NETH 27,227 1,659,829 1.4
OTHER FINANCIAL
Abbey National PLC ........................................ UK 74,000 1,582,760 1.3
BANKS-SUPER REGIONAL
UBS AG - Registered ....................................... SWTZ 4,820 1,481,241 1.2
BANKS-MONEY CENTER
Axa - UAP ................................................. FR 10,160 1,472,332 1.2
INSURANCE - MULTI-LINE
Zurich Allied AG .......................................... SWTZ 1,860 1,377,527 1.1
INSURANCE - MULTI-LINE
</TABLE>

1
<PAGE>
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1998

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VALUE % OF NET
EQUITY INVESTMENTS COUNTRY SHARES (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Finance (Continued)
Australia & New Zealand Banking Group Ltd. ................ AUSL 184,000 $ 1,203,243 1.0
BANKS-REGIONAL
Schroders PLC ............................................. UK 64,000 1,155,087 1.0
BANKS-MONEY CENTER
BPI-SGPS S.A. ............................................. PORT 31,000 1,052,960 0.9
BANKS-MONEY CENTER
Royal & Sun Alliance Insurance Group PLC .................. UK 128,000 1,034,898 0.9
INSURANCE - MULTI-LINE
Bank of Ireland{*} ........................................ IRE 43,842 962,494 0.8
BANKS-MONEY CENTER
Nichiei Co., Ltd. ......................................... JPN 6,600 525,757 0.4
OTHER FINANCIAL
Old Mutual South Africa Trust PLC ......................... UK 252,545 327,369 0.3
REAL ESTATE INVESTMENT TRUST
------------
30,002,388
------------
Health Care (13.2%)
Warner-Lambert Co. ........................................ US 61,700 4,639,069 3.8
PHARMACEUTICALS
Bristol Myers Squibb Co. .................................. US 34,100 4,563,006 3.8
PHARMACEUTICALS
Roche Holding AG .......................................... SWTZ 152 1,855,170 1.5
PHARMACEUTICALS
SmithKline Beecham PLC .................................... UK 122,000 1,710,211 1.4
PHARMACEUTICALS
Novartis AG ............................................... SWTZ 690 1,356,685 1.1
PHARMACEUTICALS
Nycomed Amersham PLC ...................................... UK 182,000 1,255,233 1.0
PHARMACEUTICALS
Takeda Chemical Industries ................................ JPN 20,000 770,048 0.6
PHARMACEUTICALS
------------
16,149,422
------------
Consumer Non-Durables (11.0%)
Avon Products, Inc. ....................................... US 83,000 3,672,750 3.0
PERSONAL CARE/COSMETICS
Gillette Co. .............................................. US 65,500 3,164,469 2.6
PERSONAL CARE/COSMETICS
Nestle S.A. - Registered .................................. SWTZ 940 2,046,752 1.7
FOOD
Benckiser N.V. "B" ........................................ NETH 28,262 1,850,828 1.5
HOUSEHOLD PRODUCTS
Diageo PLC ................................................ UK 105,000 1,178,744 1.0
BEVERAGES - ALCOHOLIC
Tabacalera S.A. "A" ....................................... SPN 34,784 876,517 0.7
TOBACCO
Asahi Breweries Ltd. ...................................... JPN 42,000 618,959 0.5
BEVERAGES - ALCOHOLIC
------------
13,409,019
------------
</TABLE>

2
<PAGE>
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1998

TOTAL EQUITY INVESTMENTS (cost $87,112,043) ................. 111,632,182 92.0
------------ -----
<CAPTION>

VALUE % OF NET
REPURCHASE AGREEMENT (NOTE 1) ASSETS
- ------------------------------------------------------------- ------------ -------------
<S> <C> <C> <C> <C>
Dated December 31, 1998, with State Street Bank & Co., Due
January 4, 1999 for an effective yield of 4.50%,
collateralized by $11,496,000 U.S. Treasury Notes, 6.25%
due 4/30/01 (market value of collateral is $12,012,275,
including accrued interest). (cost $11,772,000) .......... $ 11,772,000 9.7
------------ -----

TOTAL INVESTMENTS (cost $98,884,043) * ..................... 123,404,182 101.7
Other Assets and Liabilities ................................ (2,084,827) (1.7)
------------ -----

NET ASSETS .................................................. $121,319,355 100.0
------------ -----
------------ -----
</TABLE>

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

-/- Non-income producing security.
{*} Security is denominated in British Pounds.
{\/} U.S. currency denominated.
* For Federal income tax purposes, cost is $98,991,458 and
appreciation (depreciation) is as follows:

<TABLE>
<S> <C>
Unrealized appreciation: $ 25,781,934
Unrealized depreciation: (1,369,210)
-------------
Net unrealized appreciation: $ 24,412,724
-------------
-------------
</TABLE>

Abbreviation:
ADR--American Depositary Receipt

3
<PAGE>
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1998

- --------------------------------------------------------------------------------
The Fund's Portfolio of Investments at December 31, 1998, was concentrated in
the following countries:

<TABLE>
<CAPTION>
PERCENTAGE OF NET ASSETS
{D}
---------------------------
SHORT-TERM
COUNTRY (COUNTRY CODE/CURRENCY CODE) EQUITY & OTHER TOTAL
- -------------------------------------- ------ ---------- -----
<S> <C> <C> <C>
Australia (AUSL/AUD) ................. 1.8 1.8
Brazil (BRZL/BRL) .................... 0.7 0.7
Finland (FIN/FIM) .................... 1.5 1.5
France (FR/FRF) ...................... 1.2 1.2
Germany (GER/DEM) .................... 2.3 2.3
Ireland (IRE/IEP) .................... 0.8 0.8
Italy (ITLY/ITL) ..................... 1.8 1.8
Japan (JPN/JPY) ...................... 2.8 2.8
Netherlands (NETH/NLG) ............... 6.8 6.8
New Zealand (NZ/NZD) ................. 0.9 0.9
Portugal (PORT/PTE) .................. 2.5 2.5
Spain (SPN/ESP) ...................... 0.7 0.7
Switzerland (SWTZ/CHF) ............... 7.9 7.9
United Kingdom (UK/GBP) .............. 12.0 12.0
United States (US/USD) ............... 48.3 8.0 56.3
------ --- -----
Total ............................... 92.0 8.0 100.0
------ --- -----
------ --- -----
</TABLE>

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

{d} Percentages indicated are based on net assets of $121,319,355.

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

FORWARD FOREIGN CURRENCY CONTRACTS OUTSTANDING
DECEMBER 31, 1998

<TABLE>
<CAPTION>
MARKET VALUE UNREALIZED
(U.S. CONTRACT DELIVERY APPRECIATION
CONTRACTS TO SELL: DOLLARS) PRICE DATE (DEPRECIATION)
- ---------------------------------------- ------------- ---------- -------- ---------------
<S> <C> <C> <C> <C>
British Pounds.......................... 9,449,304 0.60285 1/29/99 $ 5,856
Japanese Yen............................ 4,031,958 116.63000 1/21/99 (130,732)
------------- ---------------
Total Contracts to Sell (Receivable
amount $13,356,386).................. 13,481,262 $(124,876)
------------- ---------------
THE VALUE OF CONTRACTS TO SELL AS
PERCENTAGE OF NET ASSETS IS 11.11%.
Total Open Forward Foreign Currency
Contracts............................ $(124,876)
---------------
---------------
</TABLE>

- ----------------
See Note 1 to the financial statements.

4
<PAGE>
STATEMENT OF ASSETS
AND LIABILITIES
December 31, 1998

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

<TABLE>
<S> <C> <C>
Assets:
Investments in securities, at value (cost $98,884,043) (Note 1).................................. $123,404,182
U.S. currency.................................................................................... 108
Dividends and dividend withholding tax reclaims receivable....................................... 76,942
Receivable for Fund shares sold.................................................................. 43,208
Interest receivable.............................................................................. 1,472
-----------
Total assets................................................................................... 123,525,912
-----------
Liabilities:
Payable for Fund shares repurchased.............................................................. 1,675,511
Payable for open forward foreign currency contracts (Note 1)..................................... 124,876
Payable for service and distribution expenses (Note 1)........................................... 111,267
Payable for professional fees.................................................................... 108,821
Payable for investment management and administration fees (Note 2)............................... 95,989
Payable for transfer agent fees (Note 2)......................................................... 26,824
Payable for printing and postage expenses........................................................ 22,727
Payable for custodian fees....................................................................... 17,310
Payable for registration and filing fees......................................................... 9,232
Payable for Trustees' fees and expenses (Note 2)................................................. 6,128
Payable for fund accounting fees (Note 2)........................................................ 1,506
Other accrued expenses........................................................................... 6,366
-----------
Total liabilities.............................................................................. 2,206,557
-----------
Net assets......................................................................................... $121,319,355
-----------
-----------
Class A:
Net asset value and redemption price per share ($81,410,628 DIVIDED BY 5,420,121 shares
outstanding)...................................................................................... $ 15.02
-----------
-----------
Maximum offering price per share (100/94.5 of $15.02) *............................................ $ 15.89
-----------
-----------
Class B:+
Net asset value and offering price per share ($38,219,978 DIVIDED BY 2,679,634 shares
outstanding)...................................................................................... $ 14.26
-----------
-----------
Advisor Class:
Net asset value, offering price per share, and redemption price per share ($1,688,749 DIVIDED BY
111,158 shares outstanding)....................................................................... $ 15.19
-----------
-----------
Net assets consist of:
Paid in capital (Note 4)......................................................................... $94,208,374
Accumulated net realized gain on investments and foreign currency transactions................... 2,714,521
Net unrealized depreciation on translation of assets and liabilities in foreign currencies....... (123,679)
Net unrealized appreciation of investments....................................................... 24,520,139
-----------
Total -- representing net assets applicable to capital shares outstanding.......................... $121,319,355
-----------
-----------
<FN>
- --------------
* On sales of $25,000 or more, the offering price is reduced.
+ Redemption price per share is equal to the net asset value per share less
any applicable contingent deferred sales charge.
</TABLE>

The accompanying notes are an integral part of the financial statements.

6
<PAGE>
STATEMENT OF OPERATIONS

Year ended December 31, 1998

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

<TABLE>
<S> <C> <C>
Investment income: (Note 1)
Dividend income (net of foreign withholding tax of $161,116)............................... $2,358,646
Interest income............................................................................ 381,553
Securities lending income.................................................................. 96,481
----------
Total investment income.................................................................. 2,836,680
----------
Expenses:
Investment management and administration fees (Note 2)..................................... 1,321,640
Service and distribution expenses: (Note 2)
Class A....................................................................... $ 325,645
Class B....................................................................... 405,328 730,973
---------
Transfer agent fees (Note 2)............................................................... 299,420
Professional fees.......................................................................... 171,325
Printing and postage expenses (Note 2)..................................................... 145,445
Custodian fees............................................................................. 69,088
Registration and filing fees............................................................... 50,842
Fund accounting fees....................................................................... 36,929
Trustees' fees and expenses (Note 2)....................................................... 12,410
Other expenses (Note 1).................................................................... 17,090
----------
Total expenses before reductions......................................................... 2,855,162
----------
Expense reductions (Note 5)............................................................ (5,962)
----------
Total net expenses....................................................................... 2,849,200
----------
Net investment loss.......................................................................... (12,520)
----------
Net realized and unrealized gain on investments and foreign currencies: (Note 1)
Net realized gain on investments................................................ 4,788,278
Net realized gain on foreign currency transactions.............................. 246,626
---------
Net realized gain during the year........................................................ 5,034,904
Net change in unrealized depreciation on translation of assets and liabilities
in foreign currencies.......................................................... (782,082)
Net change in unrealized appreciation of investments............................ 9,154,205
---------
Net unrealized appreciation during the year.............................................. 8,372,123
----------
Net realized and unrealized gain on investments and foreign currencies....................... 13,407,027
----------
Net increase in net assets resulting from operations......................................... $13,394,507
----------
----------
</TABLE>

The accompanying notes are an integral part of the financial statements.

7
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1997
------------- -------------
Decrease in net assets
Operations:
Net investment income (loss)............................................. $ (12,520) $ 212,595
Net realized gain on investments and foreign currency transactions....... 5,034,904 28,144,058
Net change in unrealized appreciation (depreciation) on translation of
assets and liabilities in foreign currencies............................ (782,082) 162,616
Net change in unrealized appreciation (depreciation) of investments...... 9,154,205 (11,824,112)
------------- -------------
Net increase in net assets resulting from operations................... 13,394,507 16,695,157
------------- -------------
Class A:
Distributions to shareholders: (Note 1)
From net investment income............................................... (94,284) (109,138)
From net realized gain on investments.................................... (2,585,844) (22,666,381)
Class B:
Distributions to shareholders: (Note 1)
From net realized gain on investments.................................... (1,147,868) (10,444,406)
Advisor Class:
Distributions to shareholders: (Note 1)
From net investment income............................................... (1,012) (8,161)
From net realized gain on investments.................................... (28,245) (358,231)
------------- -------------
Total distributions.................................................... (3,857,253) (33,586,317)
------------- -------------
Capital share transactions: (Note 4)
Increase from capital shares sold and reinvested......................... 360,062,416 243,618,368
Decrease from capital shares repurchased................................. (399,687,122) (256,140,244)
------------- -------------
Net decrease from capital share transactions........................... (39,624,706) (12,521,876)
------------- -------------
Total decrease in net assets............................................... (30,087,452) (29,413,036)
Net assets:
Beginning of year........................................................ 151,406,807 180,819,843
------------- -------------
End of year *............................................................ $121,319,355 $151,406,807
------------- -------------
------------- -------------
* Includes undistributed net investment income............................ $ -- $ 95,296
------------- -------------
------------- -------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

8
<PAGE>
FINANCIAL HIGHLIGHTS

- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding
throughout the period, total investment return, ratios and supplemental data.
This information has been derived from information provided in the financial
statements.

<TABLE>
<CAPTION>
CLASS A
----------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1998 (d) 1997 1996 (d) 1995 (d) 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of period.... $ 14.26 $ 16.71 $ 16.82 $ 15.53 $ 17.47
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income (loss).......... 0.03 0.05 0.03 -- --
Net realized and unrealized gain
(loss) on investments................ 1.24 1.55 1.79 1.74 (1.16)
---------- ---------- ---------- ---------- ----------
Net increase (decrease) from
investment operations.............. 1.27 1.60 1.82 1.74 (1.16)
---------- ---------- ---------- ---------- ----------
Distributions to shareholders:
From net investment income............ (0.02) (0.02) -- -- --
From net realized gain on
investments.......................... (0.49) (4.03) (1.93) (0.45) (0.78)
---------- ---------- ---------- ---------- ----------
Total distributions................. (0.51) (4.05) (1.93) (0.45) (0.78)
---------- ---------- ---------- ---------- ----------
Net asset value, end of period.......... $ 15.02 $ 14.26 $ 16.71 $ 16.82 $ 15.53
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------

Total investment return (c)............. 9.04% 10.00% 10.92% 11.23% (6.65)%
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 81,411 $ 103,769 $ 125,556 $ 145,982 $ 182,467
Ratio of net investment income (loss) to
average net assets..................... 0.18% 0.32% 0.14% (0.06)% (0.01)%
Ratio of expenses to average net assets:
With expense reductions (Note 5)...... 1.91% 1.73% 1.72% 1.87% 1.81%
Without expense reductions............ 1.92% 1.82% 1.80% 1.93% 1.84%
Portfolio turnover rate++............... 51% 92% 80% 113% 86%
</TABLE>

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

(a) Annualized
(b) Not annualized
(c) Total investment return does not include sales charge.
(d) These selected per share data were calculated based upon average
shares outstanding during the year.
+ Commencing June 1, 1995, the Fund began offering Advisor Class shares.
++ Portfolio turnover rates are calculated on the basis of the Fund as a
whole without distinguishing between the classes of shares issued.

The accompanying notes are an integral part of the financial statements.

9
<PAGE>
FINANCIAL HIGHLIGHTS (cont'd)

<TABLE>
<CAPTION>
CLASS B
------------------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1998 (d) 1997 1996 (d) 1995 (d) 1994
---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of period.... $ 13.64 $ 16.23 $ 16.50 $ 15.34 $ 17.39
---------- ---------- ----------- ----------- ----------
Income from investment operations:
Net investment income (loss).......... (0.07) (0.05) (0.09) (0.12) (0.11)
Net realized and unrealized gain
(loss) on investments................ 1.18 1.49 1.75 1.73 (1.16)
---------- ---------- ----------- ----------- ----------
Net increase (decrease) from
investment operations.............. 1.11 1.44 1.66 1.61 (1.27)
---------- ---------- ----------- ----------- ----------
Distributions to shareholders:
From net investment income............ -- -- -- -- --
From net realized gain on
investments.......................... (0.49) (4.03) (1.93) (0.45) (0.78)
---------- ---------- ----------- ----------- ----------
Total distributions................. (0.49) (4.03) (1.93) (0.45) (0.78)
---------- ---------- ----------- ----------- ----------
Net asset value, end of period.......... $ 14.26 $ 13.64 $ 16.23 $ 16.50 $ 15.34
---------- ---------- ----------- ----------- ----------
---------- ---------- ----------- ----------- ----------

Total investment return (c)............. 8.37% 9.22% 10.16% 10.52% (7.32)%
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 38,220 $ 45,010 $ 52,809 $ 56,095 $ 52,567
Ratio of net investment income (loss) to
average net assets..................... (0.47)% (0.33)% (0.51)% (0.71)% (0.66)%
Ratio of expenses to average net assets:
With expense reductions (Note 5)...... 2.56% 2.38% 2.37% 2.52% 2.46%
Without expense reductions............ 2.57% 2.47% 2.45% 2.58% 2.49%
Portfolio turnover rate++............... 51% 92% 80% 113% 86%
</TABLE>

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

The accompanying notes are an integral part of the financial statements.

10
<PAGE>
FINANCIAL HIGHLIGHTS (cont'd)

<TABLE>
<CAPTION>
ADVISOR CLASS+
-----------------------------------------------------
JUNE 1, 1995
YEAR ENDED DECEMBER 31, TO
-------------------------------------- DECEMBER 31,
1998 (d) 1997 1996 (d) 1995
------------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of period.... $ 14.38 $ 16.81 $ 16.86 $ 15.26
------------- ---------- ----------- -------------
Income from investment operations:
Net investment income (loss).......... 0.08 0.12 0.09 0.03
Net realized and unrealized gain
(loss) on investments................ 1.24 1.57 1.79 2.02
------------- ---------- ----------- -------------
Net increase (decrease) from
investment operations.............. 1.32 1.69 1.88 2.05
------------- ---------- ----------- -------------
Distributions to shareholders:
From net investment income............ (0.02) (0.09) -- --
From net realized gain on
investments.......................... (0.49) (4.03) (1.93) (0.45)
------------- ---------- ----------- -------------
Total distributions................. (0.51) (4.12) (1.93) (0.45)
------------- ---------- ----------- -------------
Net asset value, end of period.......... $ 15.19 $ 14.38 $ 16.81 $ 16.86
------------- ---------- ----------- -------------
------------- ---------- ----------- -------------

Total investment return (c)............. 9.31% 10.43% 11.31% 13.46%(b)
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 1,689 $ 2,627 $ 2,455 $ 1,693
Ratio of net investment income (loss) to
average net assets..................... 0.53% 0.67% 0.49% 0.29%(a)
Ratio of expenses to average net assets:
With expense reductions (Note 5)...... 1.56% 1.38% 1.37% 1.52%(a)
Without expense reductions............ 1.57% 1.47% 1.45% 1.58%(a)
Portfolio turnover rate++............... 51% 92% 80% 113%(a)
</TABLE>

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

The accompanying notes are an integral part of the financial statements.

11
<PAGE>
NOTES TO
FINANCIAL STATEMENTS
December 31, 1998

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

1. SIGNIFICANT ACCOUNTING POLICIES (SEE ALSO NOTE 2)
AIM Worldwide Growth Fund (the "Fund") formerly GT Global Worldwide Growth Fund,
is a separate series of AIM Growth Series (the "Trust") formerly GT Global
Growth Series. The Trust is organized as a Delaware business trust and is
registered under the Investment Company Act of 1940, as amended ("1940 Act"), as
a diversified, open-end management investment company. The Trust has eight
series of shares in operation, each series corresponding to a distinct portfolio
of investments.

The Fund offers Class A, Class B, and Advisor Class shares, each of which has
equal rights as to assets and voting privileges. Class A and Class B each has
exclusive voting rights with respect to its distribution plan. Investment
income, realized and unrealized capital gains and losses, and the common
expenses of the Fund are allocated on a pro rata basis to each class based on
the relative net assets of each class to the total net assets of the Fund. Each
class of shares differs in its respective distribution expenses, and may differ
in its transfer agent, registration, and certain other class-specific fees and
expenses.

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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies in conformity with generally accepted accounting
principles consistently followed by the Fund in the preparation of the financial
statements.

(A) PORTFOLIO VALUATION
The Fund calculates the net asset value of Fund shares and completes orders to
purchase, exchange or repurchase Fund shares on each business day, with the
exception of those days on which the New York Stock Exchange is closed.

Equity securities are valued at the last sale price on the exchange on which
such securities are traded or on the principal over-the-counter market in which
such securities are traded, as of the close of business on the day the
securities are being valued, or, lacking any sales, at the last available bid
price. In cases where securities are traded on more than one exchange, the
securities are valued on the exchange determined by A I M Advisors, Inc. (the
"Manager") to be the primary market.

Fixed income investments are valued at the mean of representative quoted bid and
asked prices for such investments or, if such prices are not available, at
prices for investments of comparative maturity, quality and type; however, when
the Manager deems it appropriate, prices obtained for the day of valuation from
a bond pricing service will be used. Short-term investments with a maturity of
60 days or less are valued to amortized cost, adjusted for foreign exchange
translation and market fluctuation, if any.

Investments for which market quotations are not readily available (including
restricted securities which are subject to limitations on their sale) are valued
at fair value as determined in good faith by or under the direction of the
Trust's Board of Trustees.

Portfolio securities which are primarily traded on foreign exchanges are
generally valued at the preceding closing values of such securities on their
respective exchanges, and those values are then translated into U.S. dollars at
the current exchange rates, except that when an occurrence subsequent to the
time a value was so established is likely to have materially changed such value,
then the fair value of those securities will be determined by consideration of
other factors by or under the direction of the Trust's Board of Trustees.

(B) FOREIGN CURRENCY TRANSLATION
The accounting records of the Fund are maintained in U.S. dollars. The market
values of foreign securities, currency holdings, other assets and liabilities
are recorded in the books and records of the Fund after translation to U.S.
dollars based on the exchange rates on that day. The cost of each security is
determined using historical exchange rates. Income and withholding taxes are
translated at prevailing exchange rates when earned or incurred.

The Fund does not isolate that portion of the results of operations resulting
from changes in foreign exchange rates on investments from the fluctuation
arising from changes in market prices of securities held. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains and losses arise from sales and
maturities of short-term securities, forward foreign currency contracts, sales
of foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the differences between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains or losses arise from changes in the
value of assets and liabilities other than investments in securities at period
end, resulting from changes in exchange rates.

(C) REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by the Fund, it is the Fund's
policy to always receive, as collateral, U.S. government securities or other
high quality debt securities of which the value, including accrued interest, is
at least equal to the amount to be repaid to the Fund under each agreement at
its maturity.

(D) FORWARD FOREIGN CURRENCY CONTRACTS
A forward foreign currency contract ("Forward Contract") is an agreement between
two parties to buy and sell a currency at a set price on a future date. The
market value of the Forward Contract fluctuates with changes in currency
exchange rates. The Forward Contract is marked-to-market daily and the change in
market value is recorded by the Fund as an unrealized gain or loss. When the
Forward Contract is

12
<PAGE>
closed, the Fund records a realized gain or loss equal to the difference between
the value at the time it was opened and the value at the time it was closed. The
Fund could be exposed to risk if a counter party is unable to meet the terms of
a contract or if the value of the currency changes unfavorably. The Fund may
enter into Forward Contracts in connection with planned purchases or sales of
securities, or to hedge against adverse fluctuations in exchange rates between
currencies.

(E) OPTION ACCOUNTING PRINCIPLES
When the Fund writes a call or put option, an amount equal to the premium
received is included in the Fund's "Statement of Assets and Liabilities" as an
asset and an equivalent liability. The amount of the liability is subsequently
market-to-market to reflect the current market value of the option. The current
market value of an option listed on a traded exchange is valued at its last bid
price, or, in the case of on over-the-counter option, is valued at the average
of the last bid prices obtained from brokers, unless a quotation from only one
broker is available, in which case only that broker's price will be used. If an
option expires on its stipulated expiration date or if the Fund enters into a
closing purchase transaction, a gain or loss is realized without regard to any
unrealized gain or loss on the underlying security, and the liability related to
such option is extinguished. If a written call option is exercised, a gain or
loss is realized from the sale of the underlying security and the proceeds of
the sale are increased by the premium originally received. If a written put
option is exercised, the cost of the underlying security purchased would be
decreased by the premium originally received. The Fund can write options only on
a covered basis, which, for a call, requires that the Fund hold the underlying
security, and, for a put, requires the Fund to set aside cash, U.S. government
securities or other liquid securities in an amount not less than the exercise
price or otherwise provide adequate cover at all times while the put option is
outstanding. The Fund may use options to manage its exposure to the stock market
and to fluctuations in currency values or interest rates.

The premium paid by the Fund for the purchase of a call or put option is
included in the Fund's "Statement of Assets and Liabilities" as an investment
and subsequently "marked-to-market" to reflect the current market value of the
option. If an option which the Fund has purchased expires on the stipulated
expiration date, the Fund realizes a loss in the amount of the cost of the
option. If the Fund enters into a closing sale transaction, the Fund realizes a
gain or loss, depending on whether proceeds from the closing sale transaction
are greater or less than the cost of the option. If the Fund exercises a call
option, the cost of the securities acquired by exercising the call is increased
by the premium paid to buy the call. If the Fund exercises a put option, it
realizes a gain or loss from the sale of the underlying security, and the
proceeds from such sale are decreased by the premium originally paid.

The risk associated with purchasing options is limited to the premium originally
paid. The risk in writing a call option is that the Fund may forego the
opportunity of profit if the market value of the underlying security or index
increases and the option is exercised. The risk in writing a put option is that
the Fund may incur a loss if the market value of the underlying security or
index decreases and the option is exercised. In addition, there is the risk the
Fund may not be able to enter into a closing transaction because of an illiquid
secondary market.

(F) FUTURES CONTRACTS
A futures contract is an agreement between two parties to buy and sell a
security at a set price on a future date. Upon entering into such a contract the
Fund is required to pledge to the broker an amount of cash or securities equal
to the minimum "initial margin" requirements of the exchange on which the
contract is traded. Pursuant to the contract, the Fund agrees to receive from or
pay to the broker an amount of cash equal to the daily fluctuation in value of
the contract. Such receipts or payments are known as "variation margin" and are
recorded by the Fund as unrealized gains or losses. When the contract is closed,
the Fund records a realized gain or loss equal to the difference between the
value of the contract at the time it was opened and the value at the time it was
closed. The potential risk to the Fund is that the change in value of the
underlying securities may not correlate to the change in value of the contracts.
The Fund may use futures contracts to manage its exposure to the stock market
and to fluctuations in currency values or interest rates.

(G) SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME
Security transactions are accounted for on the trade date (date the order to buy
or sell is executed). The cost of securities sold is determined on a first-in,
first-out basis, unless otherwise specified. Dividends are recorded on the
ex-dividend date. Interest income is recorded on the accrual basis. Where a high
level of uncertainty exists as to its collection, income is recorded net of all
withholding tax with any rebate recorded when received. The Fund may trade
securities on other then normal settlement terms. This may increase the risk if
the other party to the transaction fails to deliver and causes the Fund to
subsequently invest at less advantageous prices.

(H) PORTFOLIO SECURITIES LOANED
At December 31, 1998, stocks with an aggregate value of approximately $5,147,738
were on loan to brokers. The loans were secured by cash collateral of
$5,294,117, received by the Fund. For the year ended December 31, 1998, the Fund
received securities lending fees of $96,481.

For international securities, cash collateral is received by the Fund against
loaned securities in an amount at least equal to 105% of the market value of the
loaned securities at the inception of each loan. This collateral must be
maintained at not less than 103% of the market value of the loaned securities
during the period of the loan. For domestic securities, cash collateral is
received by the Fund against loaned securities in an amount at least equal to
102% of the market value of the loaned securities at the inception of each loan.
This collateral must be maintained at not less than 100% of the market value of
the loaned securities during the period of the loan. The cash collateral is
invested in a securities lending trust which consists of a portfolio of high
quality short duration securities whose average effective duration is restricted
to 120 days or less.

(I) TAXES
It is the policy of the Fund to meet the requirements for qualification as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended ("Code"). It is also the intention of the Fund to make distributions
sufficient to avoid imposition of any excise tax under Section 4982 of the Code.
Therefore, no provision has been made for

13
<PAGE>
Federal taxes on income, capital gains, or unrealized appreciation of securities
held, or excise tax on income and capital gains.

(J) DISTRIBUTION TO SHAREHOLDERS
Distribution to shareholders are recorded by the Fund on the ex-date. Income and
capital gain distributions are determined in accordance with Federal income tax
regulations which may differ from generally accepted accounting principles.
These differences are primarily due to differing treatments of income and gains
on various investment securities held by the Fund and timing differences.

(K) FOREIGN SECURITIES
There are certain additional considerations and risks associated with investing
in foreign securities and currency transactions that are not inherent in
investments of domestic origin. The Fund's investments in emerging market
countries may involve greater risks than investments in more developed markets,
and the prices of such investments may be volatile. These risks of investing in
foreign and emerging markets may include foreign currency exchange rate
fluctuations, perceived credit risk, adverse political and economic developments
and possible adverse foreign government intervention.

(L) RESTRICTED SECURITIES
The Fund is permitted to invest in privately placed restricted securities. These
securities may be resold in transactions exempt from registration or to the
public if the securities are registered. Disposal of these securities may
involve time-consuming negotiations and expense, and prompt sale at an
acceptable price may be difficult.

(M) INDEXED SECURITIES
The Fund may invest in indexed securities whose value is linked either directly
or indirectly to changes in foreign currencies, interest rates, equities,
indices, or other reference instruments. Indexed securities may be more volatile
than the reference instrument itself, but any loss is limited to the amount of
the original investment.

(N) LINE OF CREDIT
The Fund, along with certain other funds advised and/or administered by the
Manager, has a line of credit with BankBoston and State Street Bank and Trust
Company. The arrangements with the banks allow the Fund and certain other funds
to borrow, on a first come, first served basis, an aggregate maximum amount of
$250,000,000. The Fund is limited to borrowing up to 33 1/3% of the value of the
Fund's total assets. On December 31, 1998, the Fund had no outstanding loans.

For the year ended December 31, 1998, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
was $1,595,375 with a weighted average interest rate of 6.29%. Interest expense
for the year ended December 31, 1998 was $8,916, and is included in "Other
Expenses" on the Statement of Operations.

2. RELATED PARTIES
A I M Advisors, Inc. (the "Manager"), an indirect wholly-owned subsidiary of
AMVESCAP PLC, is the Fund's investment manager and administrator, and as of
December 14, 1998, sub-advisory and sub-administration responsibility for the
Fund was transferred from INVESCO (NY), Inc., (formerly, Chancellor LGT Asset
Management, Inc.) to INVESCO Asset Management Ltd., both indirect wholly-owned
subsidiaries of AMVESCAP PLC. As of the close of business on May 29, 1998,
Liechtenstein Global Trust AG ("LGT"), the former indirect parent organization
of Chancellor LGT Asset Management, Inc. ("Chancellor LGT"), consummated a
purchase agreement with AMVESCAP PLC pursuant to which AMVESCAP PLC acquired
LGT's Asset Management Division, which included Chancellor LGT and certain other
affiliates. As a result of this transaction, Chancellor LGT was renamed INVESCO
(NY), Inc., and is now an indirect wholly-owned subsidiary of AMVESCAP PLC.
Also, as of the close of business on May 29,1998, A I M Distributors, Inc. ("AIM
Distributors"), a wholly-owned subsidiary of the Manager, became the Fund's
distributor, and the Trust was reorganized from a Massachusetts business trust
into a Delaware business trust. Finally, A I M Fund Services, Inc. ("AFS"), an
affiliate of the Manager and AIM Distributors, replaced GT Global Investor
Services, Inc. ("GT Services") as transfer agent of the Fund as of the close of
business on September 4, 1998.

The Fund pays investment management and administration fees to the Manager at
the following annualized rates: 0.975% on the first $500 million of the average
daily net assets of the Fund; 0.95% on the next $500 million; 0.925% on the next
$500 million and 0.90% on amounts thereafter. These fees are computed daily and
paid monthly.

AIM Distributors serves as the Fund's distributor. For the period ended May 29,
1998, GT Global, Inc. ("GT Global"), an affiliate of the investment sub-advisor,
served as the Fund's distributor.

Class A shares are subject to initial sales charges imposed at the time of
purchase, in accordance with the schedule included in the Fund's current
prospectus. AIM Distributors collects the sales charges imposed on sales of
Class A shares, and reallows a portion of such charges to dealers through which
the sales are made. For the year ended December 31, 1998, AIM Distributors and
GT Global retained $2,343 and $2,657, respectively, of such sales charges.
Purchases of Class A shares exceeding $1,000,000 may be subject to a contingent
deferred sales charge ("CDSC") upon redemption, in accordance with the Fund's
current prospectus. No CDSC's were collected for Class A for the year ended
December 31, 1998. AIM Distributors also makes ongoing shareholder servicing and
trail commission payments to dealers whose clients hold Class A shares.

Class B shares are not subject to initial sales charges. When Class B shares are
sold, AIM Distributors from its own resources pays commissions to dealers
through which the sales are made. Certain redemptions of Class B shares made
within six years of purchase are subject to CDSCs, in accordance with the Fund's
current prospectus. During the year ended December 31, 1998, AIM Distributors
and GT Global collected such CDSCs in the amount of $59,406 and $103,837,
respectively. In addition, AIM Distributors makes ongoing shareholder servicing
and trail commission payments to dealers whose clients hold Class B shares.

For the period ended May 29, 1998, pursuant to the then effective separate
distribution plans adopted under the 1940 Act Rule 12b-1 by the Trust's Board of
Trustees with respect to the Fund's Class A shares ("Class A Plan") and Class B
shares ("Class B Plan"), the Fund

14
<PAGE>
reimbursed GT Global for a portion of its shareholder servicing and distribution
expenses. Under the Class A Plan, the Fund was permitted to pay GT Global a
service fee at the annualized rate of up to 0.25% of the average daily net
assets of the Fund's Class A shares for GT Global's expenditures incurred in
servicing and maintaining shareholder accounts, and was permitted to pay GT
Global a distribution fee at the annualized rate of up to 0.35% of the average
daily net assets of the Fund's Class A shares, less any amounts paid by the Fund
as the aforementioned service fee, for its expenditures incurred in providing
services as distributor. All expenses for which GT Global was reimbursed under
the Class A Plan would have been incurred within one year of such reimbursement.

For the period ended May 29, 1998, pursuant to the Class B Plan, the Fund was
permitted to pay GT Global a service fee at the annualized rate of up to 0.25%
of the average daily net assets of the Fund's Class B shares for its
expenditures incurred in servicing and maintaining shareholder accounts, and was
permitted to pay GT Global a distribution fee at the annualized rate of up to
0.75% of the average daily net assets of the Fund's Class B shares for GT
Global's expenditures incurred in providing services as distributor. Expenses
incurred under the Class B Plan in excess of 1.00% annually were permitted to be
carried forward for reimbursement in subsequent years as long as that Plan
continued in effect.

Effective as of the close of business May 29, 1998, pursuant to Rule 12b-1 under
the 1940 Act, the Trust's Board of Trustees adopted a Master Distribution Plan
applicable to the Fund's Class A shares ("Class A Plan") and Class B shares
("Class B Plan"), pursuant to which a Fund compensates AIM Distributors for the
purpose of financing any activity that is intended to result in the sale of
Class A or Class B shares of the Fund. Under the Class A Plan, the Fund
compensates AIM Distributors at the annualized rate of 0.35% of the average
daily net assets of the Fund's Class A shares. Under the Class B Plan, the Fund
compensates AIM Distributors at an annualized rate of 1.00% of the average daily
net assets of the Fund's Class B shares. Of these amounts, the Fund may pay a
service fee of 0.25% of the average daily net assets of the Class A or Class B
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 Manager and AIM Distributors have voluntarily undertaken to limit the Fund's
expenses (exclusive of brokerage commissions, taxes,interest, and extraordinary
items) to the maximum annual level of 2.00%, 2.65%, and 1.65% of the average
daily net assets of the Fund's Class A, Class B, and Advisor Class shares,
respectively. If necessary, this limitation will be effected by waivers by the
Manager of investment management and administration fees, waivers by AIM
Distributors of payments under the Class A Plan and/or Class B Plan and/or
reimbursements by the Manager or AIM Distributors of portions of the Fund's
other operating expenses.

Effective as of the close of business September 4, 1998, the Fund, pursuant to a
transfer agency and service agreement, has agreed to pay AFS an annualized fee
of $24.85 per shareholder accounts that are open during any monthly period (this
fee includes all out-of-pocket expenses), and an annualized fee of $0.70 per
shareholder account that is closed during any monthly period. Both fees shall be
billed by AFS monthly in arrears on a prorated basis of 1/12 of the annualized
fee for all such accounts.

For the period January 1, 1998 to September 4, 1998, GT Services, an affiliate
of the Manager and AIM Distributors, was the transfer agent of the Fund. For
performing shareholder servicing, reporting, and general transfer agent
services, GT Services received an annual maintenance fee of $17.50 per account,
a new account fee of $4.00 per account, a per transaction fee of $1.75 for all
transactions other than exchanges and a per exchange fee of $2.25. GT Services
also was reimbursed by the Fund for its out-of-pocket expenses for such items as
postage, forms, telephone charges, stationery and office supplies.

The Manager is the pricing and accounting agent for the Fund. The monthly fee
for these services to the Manager is a percentage, not to exceed 0.03% annually,
of the Fund's average daily net assets. The annual fee rate is derived based on
the aggregate net assets of the funds which comprise the following investment
companies: AIM Growth Series, AIM Investment Funds, AIM Investment Portfolios,
AIM Series Trust, G.T. Global Variable Investment Series and G.T. Global
Variable Investment Trust. The fee is calculated at the rate of 0.03% to the
first $5 billion of assets and 0.02% to the assets in excess of $5 billion. An
amount is allocated to and paid by each such fund based on its relative average
daily net assets.

The Trust pays each of its Trustees who is not an employee, officer or director
of the Manager, AIM Distributors or GT Services $5,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Trustee.

3. PURCHASES AND SALES OF SECURITIES
For the year ended December 31, 1998, purchases and sales of investment
securities by the Fund, other than U.S. government obligations and short-term
investments, aggregated $65,291,934 and $107,234,000, respectively. There were
no purchases or sales of U.S. government obligations by the Fund during the
period.

15
<PAGE>
4. CAPITAL SHARES
At December 31, 1998, there were an unlimited number of shares of beneficial
interest authorized, at no par value. Transactions in capital shares of the Fund
were as follows:

CAPITAL SHARE TRANSACTIONS
<TABLE>
<CAPTION>

YEAR ENDED YEAR ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997
--------------------------- ---------------------------
CLASS A SHARES AMOUNT SHARES AMOUNT
- ----------------------------------------------------------------- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Shares sold...................................................... 16,545,393 $ 251,011,253 9,536,130 $ 163,326,296
Shares issued in connection with reinvestment of distributions... 169,278 2,429,664 1,372,411 19,227,529
------------ ------------- ------------ -------------
16,714,671 253,440,917 10,908,541 182,553,825
Shares repurchased............................................... (18,570,303) (282,415,299) (11,147,719) (193,303,890)
------------ ------------- ------------ -------------
Net decrease..................................................... (1,855,632) $ (28,974,382) (239,178) $ (10,750,065)
------------ ------------- ------------ -------------
------------ ------------- ------------ -------------

<CAPTION>
CLASS B
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold...................................................... 3,067,183 $ 45,030,603 1,034,341 $ 17,020,574
Shares issued in connection with reinvestment of distributions... 79,201 1,082,959 688,809 9,238,884
------------ ------------- ------------ -------------
3,146,384 46,113,562 1,723,150 26,259,458
Shares repurchased............................................... (3,767,337) (55,063,365) (1,675,941) (28,047,548)
------------ ------------- ------------ -------------
Net increase (decrease).......................................... (620,953) $ (8,949,803) 47,209 $ (1,788,090)
------------ ------------- ------------ -------------
------------ ------------- ------------ -------------
<CAPTION>
ADVISOR CLASS
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares sold...................................................... 4,047,815 $ 60,478,681 1,924,783 $ 34,438,694
Shares issued in connection with reinvestment of distributions... 2,016 29,256 25,931 366,391
------------ ------------- ------------ -------------
4,049,831 60,507,937 1,950,714 34,805,085
Shares repurchased............................................... (4,121,344) (62,208,458) (1,914,043) (34,788,806)
------------ ------------- ------------ -------------
Net increase (decrease).......................................... (71,513) $ (1,700,521) 36,671 $ 16,279
------------ ------------- ------------ -------------
------------ ------------- ------------ -------------
</TABLE>

5. EXPENSE REDUCTIONS
The Manager has directed certain portfolio trades to brokers who then paid a
portion of the Fund's expenses. For the year ended December 31, 1998, the Fund's
expenses were reduced by $5,962 under these arrangements.

6. SUBSEQUENT EVENT
The Board of Trustees of AIM Growth Series unanimously approved on September 23,
1998, an Agreement and Plan of Reorganization (the "Plan") pursuant to which the
Fund would transfer substantially all of its assets to AIM Global Growth Fund
("Global Growth Fund"). On February 10, 1999, a Special Meeting of Shareholders
approved the Plan. As a result of Shareholders' and Board of Trustee's approval,
effective as of the close of business on February 12, 1999, shareholders of the
Fund received shares of the Global Growth Fund in exchange for their shares of
the Fund, and the Fund has ceased operation.

Like the Fund, Global Growth Fund seeks long-term growth of capital. Global
Growth Fund seeks to achieve its objective by investing in diversified portfolio
of global (i.e., U.S. and Foreign) equity securities, the issuers of which are
considered by the Fund's investment adviser to have strong earnings momentum.

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

FEDERAL TAX INFORMATION (UNAUDITED):

Pursuant to Section 852 of the Internal Revenue Code, the Fund designates
$5,216,367 as a capital gain dividend for the fiscal year ended December 31,
1998.

Pursuant to Section 854 of the Internal Revenue Code, the Fund designates 74% of
ordinary income dividends paid (including short-term capital gain distributions,
if any) by the Fund as income qualifying for the dividends received deduction
for corporations for the fiscal year ended December 31, 1998.

16
<PAGE>
REPORT OF
INDEPENDENT ACCOUNTANTS

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

To the Shareholders of AIM Worldwide Growth Fund (formerly GT Global Worldwide
Growth Fund) and Board of Trustees of AIM Growth Series (formerly GT Global
Growth Series):

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the AIM Worldwide Growth Fund at
December 31, 1998, and the results of its operations, the changes in its net
assets and the financial highlights for the periods indicated, in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1998 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

BOSTON, MASSACHUSETTS
FEBRUARY 19, 1999
<PAGE>
PROXY RESULTS (UNAUDITED)

A Special Meeting of Shareholders of the G.T. Global Growth Series, now known as
AIM Growth Series (the "Trust"), was held on May 20, 1998. The meeting was held
for the following purposes:

(1) To elect Trustees as follows: C. Derek Anderson, Frank S. Bayley, William J.
Guilfoyle, Arthur C. Patterson and Ruth H. Quigley.

(2) To approve a new investment management and administration contract and
sub-advisory and sub-administration contract with respect to each series of
the Trust (each, a "Fund," and collectively, the "Funds").

(3) To approve replacement Rule 12b-1 plans of distribution with respect to
Class A and B shares of each Fund.

(4) To approve changes to the fundamental investment restrictions of each Fund.

(5) To approve an agreement and plan of conversion and termination for the
Trust.

(6) To ratify the selection of Coopers & Lybrand L.L.P., now known as
PricewaterhouseCoopers LLP, as the Trust's independent public accountants.

The results of the proxy solicitation on the above matters were as follows:

<TABLE>
<CAPTION>
VOTES WITHHELD/
TRUSTEE/MATTER VOTES FOR AGAINST ABSTENTIONS
------------------------------------------------------------ ------------- ----------- ------------
<S> <C> <C> <C> <C>
(1) C. Derek Anderson........................................... 71,221,289 N/A 5,894,682
Frank S. Bayley............................................. 71,241,614 N/A 5,874,357
William J. Guilfoyle........................................ 71,251,357 N/A 5,864,614
Arthur C. Patterson......................................... 71,255,705 N/A 5,860,266
Ruth H. Quigley............................................. 71,264,495 N/A 5,851,476
(2)(a) Approval of investment management and administration
contract................................................... 5,000,945 195,065 1,547,724*
(2)(b) Approval of sub-advisory and sub-administration contract.... 4,964,016 213,613 1,566,087*
(3) Approval of replacement Rule 12b-1 plans of distribution
CLASS A..................................................... 3,925,394 195,177 268,108
CLASS B..................................................... 2,029,714 41,437 116,824
(4)(a) Modification of Fundamental Restriction on Portfolio
Diversification............................................ 4,963,619 221,703 1,558,412*
(4)(b) Modification of Fundamental Restriction on Concentration.... 4,963,619 221,703 1,558,412*
(4)(c) Modification of Fundamental Restriction on Issuing Senior
Securities and Borrowing Money............................. 4,963,070 222,252 1,558,412*
(4)(d) Modification of Fundamental Restriction on Making Loans..... 4,963,619 221,703 1,558,412*
(4)(e) Modification of Fundamental Restriction on Underwriting
Securities................................................. 4,963,619 221,703 1,558,412*
(4)(f) Modification of Fundamental Restriction on Real Estate
Investments................................................ 4,963,619 221,703 1,558,412*
(4)(g) Modification of Fundamental Restriction on Investing in
Commodities................................................ 4,961,626 223,696 1,558,412*
(4)(h) Elimination of Fundamental Restriction on Margin
Transactions............................................... 4,961,143 224,179 1,558,412*
(4)(i) Elimination of Fundamental Restriction on Pledging Assets... 4,963,619 221,703 1,558,412*
(4)(j) Elimination of Fundamental Restriction on Investments in
Oil, Gas and Mineral Leases and Programs................... 4,963,137 222,185 1,558,412*
(4)(k) Elimination of Fundamental Restriction on Investing for the
Purpose of Control......................................... 4,963,137 222,185 1,558,412*
(4)(l) Elimination of Fundamental Restriction on Purchasing
Securities of Issuers in Which Officers and Board Members
of the Trust and its Affiliates Own Securities............. 4,963,619 221,703 1,558,412*
(4)(m) Elimination of Fundamental Restriction on Joint
Participation in a Securities Trading Account.............. 4,963,619 221,703 1,558,412*
(4)(n) Elimination of Fundamental Restriction on Selling Securities
Short...................................................... 4,963,316 222,006 1,558,412*
(4)(o) Approval of New Fundamental Investment Policy Regarding
Investment of All of Each Fund's Assets in an Open-End
Fund....................................................... 4,963,619 221,703 1,558,412*
(5) Approval of an agreement and plan of Conversion and
termination with respect to the Company.................... 54,496,135 2,507,411 20,112,425*
(6) Ratification of the selection of Coopers and Lybrand L.L.P.,
now known as PricewaterhouseCoopers LLP, as the Trust's
Independent Public Accountants............................. 71,858,619 1,177,277 4,080,070
</TABLE>

- ------------------------
* Includes Broker Non-Votes

<PAGE>

BOARD OF TRUSTEES

C. Derek Anderson
President, Plantagenet Capital
Management, LLC (an investment
partnership); Chief Executive Officer,
Plantagenet Holdings, Ltd.
(an investment banking firm)

Frank S. Bayley
Partner, law firm of
Baker & McKenzie

Robert H. Graham
President and Chief Executive Officer,
A I M Management Group Inc.

Arthur C. Patterson
Managing Partner, Accel Partners
(a venture capital firm)

Ruth H. Quigley
Private Investor

OFFICERS

Robert H. Graham
Chairman and President

Dana R. Sutton
Vice President & Assistant Treasurer

Samuel D. Sirko
Vice President & Secretary

Kenneth W. Chancey
Vice President &
Principal Accounting Officer

John J. Arthur
Vice President

Melville B. Cox
Vice President

Gary T. Crum
Vice President

Carol F. Relihan
Vice President

Nancy L. Martin
Assistant Secretary

Ofelia M. Mayo
Assistant Secretary

Kathleen J. Pflueger
Assistant Secretary

Pamela Ruddock
Assistant Treasurer

Paul Wozniak
Assistant Treasurer

OFFICE OF THE FUND

11 Greenway Plaza
Suite 100
Houston, TX 77046

INVESTMENT MANAGER

A I M Advisors, Inc.
11 Greenway Plaza
Suite 100
Houston, TX 77046

Sub-Advisor
INVESCO (NY), Inc.
1166 Avenue of the Americas
New York, NY 10036

TRANSFER AGENT

A I M Fund Services, Inc.
P.O. Box 4739
Houston, TX 77210-4739

CUSTODIAN

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

COUNSEL TO THE FUND

Kirkpatrick & Lockhart, LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800

COUNSEL TO THE TRUSTEES

Paul, Hastings, Janofsky & Walker LLP
Twenty Third Floor
555 South Flower Street
Los Angeles, CA 90071

DISTRIBUTOR

A I M Distributors, Inc.
11 Greenway Plaza
Suite 100
Houston, TX 77046

AUDITORS

PricewaterhouseCoopers LLP
One Post Office Square
Boston, MA 02109

<PAGE>

THE AIM FAMILY OF FUNDS-REGISTERED TRADEMARK-

GROWTH FUNDS
AIM Aggressive Growth Fund(1)
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Constellation Fund
AIM Mid Cap Equity Fund(2), (A)
AIM Select Growth Fund(3)
AIM Small Cap Growth Fund(2), (B)
AIM Small Cap Opportunities Fund
AIM Value Fund
AIM Weingarten Fund

GROWTH & INCOME FUNDS
AIM Advisor Flex Fund
AIM Advisor Large Cap Value Fund
AIM Advisor MultiFlex Fund
AIM Advisor Real Estate Fund
AIM Balanced Fund
AIM Basic Value Fund(2), (C)
AIM Charter Fund

INCOME FUNDS
AIM Floating Rate Fund(2)
AIM High Yield Fund
AIM High Yield Fund II
AIM Income Fund
AIM Intermediate Government Fund
AIM Limited Maturity Treasury Fund

TAX-FREE INCOME FUNDS
AIM High Income Municipal Fund
AIM Municipal Bond Fund
AIM Tax-Exempt Bond Fund of Connecticut
AIM Tax-Free Intermediate Fund

MONEY MARKET FUNDS
AIM Money Market Fund
AIM Tax-Exempt Cash Fund

INTERNATIONAL GROWTH FUNDS
AIM Advisor International Value Fund
AIM Asian Growth Fund
AIM Developing Markets Fund(2)
AIM Europe Growth Fund(2)
AIM European Development Fund
AIM International Equity Fund
AIM Japan Growth Fund(2)
AIM Latin American Growth Fund(2)
AIM New Pacific Growth Fund(2)

GLOBAL GROWTH FUNDS
AIM Global Aggressive Growth Fund
AIM Global Growth Fund

GLOBAL GROWTH & INCOME FUNDS
AIM Global Growth & Income Fund(2)
AIM Global Utilities Fund

GLOBAL INCOME FUNDS
AIM Emerging Markets Debt Fund(2), (D)
AIM Global Government Income Fund(2)
AIM Global Income Fund
AIM Strategic Income Fund(2)

THEME FUNDS
AIM Global Consumer Products and Services Fund(2)
AIM Global Financial Services Fund(2)
AIM Global Health Care Fund(2)
AIM Global Infrastructure Fund(2)
AIM Global Resources Fund(2)
AIM Global Telecommunications Fund(2)
AIM Global Trends Fund(2), (E)

A I M MANAGEMENT GROUP INC. HAS PROVIDED LEADERSHIP IN THE MUTUAL FUND
INDUSTRY SINCE 1976 AND MANAGED APPROXIMATELY $109 BILLION IN ASSETS FOR MORE
THAN 6.2 MILLION SHAREHOLDERS, INCLUDING INDIVIDUAL INVESTORS, CORPORATE
CLIENTS, AND FINANCIAL INSTITUTIONS, AS OF DECEMBER 31, 1998.

THE AIM FAMILY OF FUNDS-REGISTERED TRADEMARK- IS DISTRIBUTED NATIONWIDE,
AND AIM TODAY IS THE 10TH-LARGEST MUTUAL FUND COMPLEX IN THE U.S. IN ASSETS
UNDER MANAGEMENT, ACCORDING TO STRATEGIC INSIGHT, AN INDEPENDENT MUTUAL FUND
MONITOR.

(1) AIM Aggressive Growth Fund reopened to new investors November 16, 1998.
(2) Effective May 29, 1998, A I M Advisors, Inc. became advisor to the former
GT Global Funds. (3) On May 1, 1998, AIM Growth Fund was renamed AIM Select
Growth Fund. (A) On September 8, 1998, AIM Mid Cap Growth Fund was renamed AIM
Mid Cap Equity Fund. (B) On September 8, 1998, AIM Small Cap Equity Fund was
renamed AIM Small Cap Growth Fund. (C) On September 8, 1998, AIM America Value
Fund was renamed AIM Basic Value Fund. (D) On September 8, 1998, AIM Global
High Income Fund was renamed AIM Emerging Markets Debt Fund. (E) On September
8, 1998, AIM New Dimension Fund was renamed AIM Global Trends Fund. For more
complete information about any AIM Fund(s), including sales charges and
expenses, ask your financial consultant or securities dealer for a free
prospectus(es). Please read the prospectus(es) carefully before you invest or
send money.

WWG-AR-1